WEBSLINGER: Spectacular Spider-Man
by SevRez
Summary: Norman Osborn is believed dead. Spider-Man's reputation is in tatters. To make matters worse, Peter Parker is now a social pariah. Fighting a two-front war, NYC's young hero endures. Action and Drama, Romance and Rivalry, all spun together in the life of the Spectacular Spider-Man! A continuation of the "Spectacular Spider-Man" animated series. Rated T for language and violence.
1. Index

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**WEBSLINGER**

**A SPECTACULAR SPIDER-MAN STORY**

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**PREFACE**

_Alright, first off, I'd like to thank you for taking the time to check out my story._

_As a fan of Spider-Man since I was a young boy - and fan of superheros in general - I was delighted to discover that such a great cartoon like "Spectacular" existed._

_I was equally crushed to discover that it had been cancelled thanks to poor contract handling. Only two seasons, twenty-six episodes in total, of this wonderful show were produced. That sucks. Especially when season 2 ended on a bitter note and a cliffhanger._

_It sucks even more when I found out that "Ultimate Spider-Man" has twice as many episodes with more on the way. That's just a kick to the balls._

_So, as you can see, I intend on giving myself - and my fellow "Spectacular" fans - some closure._

_This story is something of a continuation from where "Spectacular" left off, starting a month after the season 2 finale._

_This story will also be taking inspiration from several different Spider-Man sources, such as other television shows, both the mainstream and Ultimate comics, and both the Raimi and Webb film franchises._

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**UPDATE/AUTHOR'S NOTE - 11/01/14**

_Edited first two chapters, hopefully cleaning up any and all grammatical errors as well as polishing certain areas that I found awkward or otherwise flat._

_Also, I switched this story from the "Spectacular Spider-Man" archive to the regular "Spider-Man" archive. I don't want to come across as a review whore, but I do want my work to get at least some attention. And to be honest, the "Spectacular Spider-Man" archive is a bit... well... dead. A shame, considering the animated show was very, very good. It deserves a larger fandom, truly._

_._

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**Extended Summary:**

_Norman Osborn is believed to be dead. Spider-Man's reputation is is tatters, especially in the eyes of his oldest friend, Harry Osborn. To make matters worse, Peter Parker is now a social pariah at his high school, thanks to his break-up with cheer-leader Liz Allan. With pressure from both of his lives pressing down on his shoulders, Peter must find a way to endure and overcome or else both him and Spider-Man are doomed to fail. Heartache and drama, action and suspense, romance and rivalry. All swirl together in the life of the Spectacular Spider-Man!_

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**Chapter List**

**ARC ONE: FRACTURED**

_"Brand New Day"_** - **Released

_"Feline Fatale"_ **- **Released

_"Broken City" - _Coming Soon/November

_"Emancipation"_

**ARC TWO: DESCENT**

_"Breaking Point"_

_"Secret Keeper"_

_"Amends"_

**ARC THREE: DARKNESS**

_"Nightfall"_

_"Night Terrors"_

_"Dawn"_

**ARC FOUR: ENEMIES UNITE**

_"Rising Action"_

_"A Common Enemy"_

_"Proper Motivation"_

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**"Spider-Man" is owned by MARVEL.**

**"The Spectacular Spider-Man" and its iterations of Spider-Man characters are owned by Sony.**


	2. Fractured: Brand New Day

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**WEBSLINGER**

**A SPECTACULAR SPIDER-MAN STORY**

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**ARC ONE: FRACTURED**

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"_**BRAND NEW DAY"**_

_Peter faces alienation at school, trouble at work, and endures hatred and fear as the wall-crawler. With pressure building in both of his lives, Peter questions why he bothers being Spider-Man at all._

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Dawn came as a pest.

Normally, the bright rising sun was a beacon of hope and life for the denizens of the great, sprawling New York City. But not today. Not for one particular young man.

Not for Peter Benjamin Parker.

The beams of sunlight coming through his bedroom window had never been more annoying. They were warm on his face, forcing him awake as they berated his eyes even through the thin covering of skin that protected them.

His eyes fluttered open, then immediately slammed shut as he winced. The sun clearly did not agree with him this morning.

Peter groaned, slowly rolling his body into a semi-sitting position. The mattress beneath him, lumpy as it usually was, had never felt so comfortable and warm. It called out to him, inviting him to slumber for just another minute, just another hour.

The student-slash-vigilante was tempted… sleep was more attractive than what awaited him at Midtown Manhattan Magnet High. But still he forced himself out of his tangle of blankets. As nice as sleep was, Peter had other obligations. He had Aunt May, he had the Bugle. Hell, he even had the entire city of New Work. And he had a life as well.

_However nonexistent it currently is._

He looked to his alarm clock. The time was 6:30 in the AM. He didn't need to leave for almost another hour. Enough time to shower, get dressed, have breakfast, maybe check his email. He stood, stretching his arms, back, legs, fingers. The spider bite had given him inhuman flexibility, something that had saved his life many times over.

The shower was nice, at least. Steaming warm water pelted his scalp, a thousand hot snakes slithering across his face, over his shoulders, down his back. Almost calming. Almost enough to take his mind off how much he didn't want to go to school today.

A month ago, Harry Osborn lost his father… and Peter Parker not only lost his chance with the girl of his dreams, but he may have lost his oldest friend as well. Harry had Gwen, the only person who could keep him sane and off globulin green.

Peter had next to no one. Liz hated him as did all of her friends. Mary Jane had fallen into a bit of a slump ever since Liz's brother, Mark, got imprisoned. Aunt May was his rock, the last thread of silk keeping the spider from being washed away into a sea of depression.

All that work, all that fighting to bring the Green Goblin down, it got Peter practically nothing.

Well… that was almost true.

The departure of Norman Osborn came with the end of the threat he posed to the City of New York… as well as his own son. It was a heavy price to keep the streets safe, but what was done had been done and the price had been paid. Now everyone had to live with the consequences.

_Like my best friend despising me. Or at least just the web-head_, Peter thought bitterly as he was met with the familiar chill that came after a shower. A towel he grabbed to dry off followed by his clothes, a grey shirt and blue jacket with a pair of dark pants. Then he ventured downstairs. Aunt May was not up yet so it was cold cereal and milk for the morning.

6:50 AM now. Still some time to kill. Peter decided to catch the morning news, channel 14. The female anchor was always nice to look at. As expected, there was nothing interesting.

No big accident on the Brooklyn Bridge, no crime spree courtesy of whoever the hell wanted to wreak mayhem.

Nada.

Zilch.

_Nothing._

Peter hated it. And he hated himself for hating it. Never in a million years did Peter think he would miss criminal activity. Ever since the Goblin went to his final rest in pieces, crime in Manhattan was at an all-time low. Unless he was planning on swinging his way over to Jersey, Peter had no reason to put on the suit and mask in weeks.

The word on the street was that the thugs and crooks, both big and small, were afraid to come out and play cops and robbers. Gobby Green had gone to the big castle in the sky and everyone thought Spidey had been the one to send him on his way. Everyone thought the webslinger would do the same to them.

_Just my luck, too._

Peter idly stirred his cereal, scooping a spoonful into his mouth. The corn flakes had gone soggy and soft. From masked vigilante to masked murderer.

A month ago, Peter would have loved the break from crime-fighting. God knows he could have used it. He could have spent that time getting closer to Gwen, fixing the mess he created with Liz. He could have spent more time with Aunt May, making sure she was recovering from the heart attack.

But now, there was nothing for Spidey to do. No way for Peter to escape the pile of crap his life had swiftly turned into.

The clock struck 7:00. Peter sensed Aunt May descending the stairs before he saw or heard her.

"Oh, Peter!" She sounded pleasantly surprised. "I thought I was going to have to drag you out of bed!"

Peter turned from the TV and gave his aunt a small smile. "Not today, Aunt May."

The elderly woman disappeared into the kitchen, yet her voice still reached him. "You haven't been an early bird for months now."

"I've been sleeping better, I guess." He called back, a half-lie. He had been sleeping more, yes, but what gripped his slumbering mind had been nightmares, not dreams. Norman Osborn plummeting down, down, down… The pumpkin bombs detonating one after another… the screams of both the father and the son…

'_Daaaad!'_

Peter blinked. His bowl was empty, the TV having moved onto an early morning public access show. The clock read 7:20 now. The webslinger figured he might as well leave a little early. No point in wallowing around at home, stewing in teenaged angst and misery. Uncle Ben would have hated that. Hell, Mr. Osborn would've hated that.

_Might as well get on with the day._

He kissed Aunt May on the cheek before heading out the front door.

"I'll see you tonight!" He told her, forcing a smile. "Don't strain yourself!"

She waved back, telling him not to worry. It was a pointless thing to say. He would worry anyway.

_It's just school. _

_And seeing the girl I'm crazy for date my best friend. _

_It's not like it'll kill me._

**]|||[**

"_I'm going to kill that puny geek!"_

Sally Avril was not happy. At all. She was the most popular and beautiful girl at M-Cubed - no matter what people said about that red-headed tramp, thank you very much. She was captain of the cheerleading squad. She was the overall social queen bee of Midtown Manhattan Magnet High.

And she could enjoy absolutely none of that. Not when her best friend was still a weeping wreck.

Sally gently laid a hand on Liz Allan's shoulder, the hispanic teen girl quietly whimpering and not daring to look her bestie in the eye.

"No… d-don't," Liz replied, wiping a tear from her cheek only for another to replace it… followed by yet another. "It's… It's fine, Sally. Really. I'll get over… over…"

The next sound that came from Liz's lips was some horrific cross between a sob and a wail. Nothing had ever wrenched Sally's heart so terribly. She looked upon her fellow cheerleader with as much sympathy someone like her could muster. Inwardly however, Sally seethed, feeling nothing but disgust and hatred for the ultra-geek who had dragged her friend down to such a sorry state.

_Puny Parker is a dead man._

"You've had a month to get over him, Liz." Sally reminded her friend. "Waiting for the pain to go away clearly isn't working. What you need is some catharsis or whatever it's called. We need to make Parker pay… for, you know… _dumping_ you."

Sally could scarcely believe the words that came out of her mouth, perhaps even less than when they came out of Liz's the week after she and "Petey" split up. The whole idea was simply ridiculous. King-Geek Puny-Pete dumped spicy latina beauty Liz Allan out of nowhere! And for what? To be with his little blondie-blonde geekette? Something like that was simply not done! Liz and Peter screwed with the natural order of things by getting together in the first place. But _this?_ This was… it was just _wrong!_

Sally had wanted to scream at Liz when the girl first told her - and Sally did, but that was in private.

In private, much like where the popular pair was now. A secluded spot behind the bleachers on the football field. Liz had told Sally and only Sally the truth about the recent break-up - and perhaps Glory Grant as well, but that was besides the point - having needed someone to talk to, someone to help her through her ordeal. As much as Sally wanted to knock some sense into the heart-broken teen, her duties as a friend came first. So Sally listened and kept her lips zipped shut. She kept the girl's secret. The secret that it was Peter who dumped Liz… and that Liz Allan was still crazy for the geek-boy.

"No, don't hurt him!" Liz begged, her eyes red and watery. "Don't… just don't talk to him… at all."

Sally sneered at the thought of "Petey", at how he was getting off incredibly easy.

"How could you fall for a geek? How can you _still_ fall for him? There are so many guys at this school who are an infinitely better match for you than… _Parker._" Sally snorted in derision. Liz hadn't been this broken up over _Flash Thompson_!

As it turned out, those were the exact wrong words to say. Liz gave a whimper and buried her face into her hands. All Sally could do was rub circles on Liz's back, as her mom did for her when she was younger. The cheerleading captain was not at all used to such wanton displays of sadness, at least not from those who shared her social standing.

"What could possibly be so special about him, Liz? He's not strong or fast, he's poor as dirt, he's not popular, his own geek friends left him in the dust! He's just a stuck-up brainy snob!" Sally grimaced as she thought up of every reason she hated the nerd so. How could Liz adore him? Then, Sally had a horrific thought. Her eyes widened.

"Wait… Liz, is Parker… you know…" Sally struggled to find the right way to ask her rather personal question, her cheeks growing warmer by the second. "Is he, uh… not so 'puny'?"

"What?" Liz asked, her mascara running down her face like black tendrils.

Sally felt bile rising in her throat as a plethora of vivid images played in her mind, all involving Parker.

"Did you… and Parker…" She tapped the points of her index fingers together, unable to bring herself to finish the sentence.

Liz Allan went from sad and confused to shocked and angry in record time. Her latin blood was spicy, indeed. She glared at Sally, her running mascara now making her look _venomous _and fierce.

"_No!_" She hissed, wrenching herself out of Sally's comforting hold. "God, no! We've never… not even Flash and I… God, Sal, just let me have some time alone."

And with that, Liz retreated back towards the school, briskly slipping out of their spot behind the bleachers and leaving Sally Avril alone in the cold morning fog.

"But you were the one who wanted to meet up!" Sally called after her, annoyed. She got no response.

The sun above, fuzzy through the thin clouds, had never seemed so taunting.

Sally clenched her small hands into even smaller fists, her manicured nails digging into her soft skin.

_Parker, That bastard dweeb did this to Liz. Dumping her and turning into this mess. And for a girl who dropped him for Osborn the juicer! I swear, Peter Parker will know M-Cubed to be hell on Earth, from now until he dies!_

The shrill siren smirked at the ideas of torment that flooded her mind just then. She wouldn't attack him directly. She promised Liz she wouldn't do a thing to her "Petey". But Sally had her own friends, friends who would do a solid for her like she was doing for Liz, even if Liz didn't realize it.

Peter Parker was a dead man. Or at least he would wish he was…

**]|||[**

Web-slinging had always been able to lift Peter's spirits. Even now, at his lowest point since becoming the friendly neighborhood wall-crawler, the web-head was able to get some enjoyment out of his death-defying acrobatics, swinging between skyscrapers using a thread of synthetic spider-silk so thin it could barely be seen. Of course, the people below got an eyeful and no doubt the highlight of their day, but who could see his face?

Up in the air, Peter felt safe. A crazy notion, but here was very little in his life that could be described as anything else.

Peter relished the feeling of the cold morning wind on his face as he barreled down towards the street. Cars, people, food carts, concrete, they all rushed up to meet him. His arm shot out. **_Thwip!_ **The silk connected to a surface somewhere up high, the line quickly going taut. Peter held firm to his lifeline as he was quickly snapped up into an upward swing. Left below were gasping civilians and honking cars.

Peter hooted in joy despite his other situations, his line taking him above the glittering peaks of the world's concrete jungle.

_Flight_. Or at least the closest Peter would ever get to it.

With the grace of a human-sized spider - or simply a lot of grace - he landed on a rooftop, his feet hitting gravel. The small stones flew some, scaring away a small group of pigeons.

Peter's whole body felt tingly, a pleasant sensation in the back of his mind - much unlike his spider-sense, which was not exactly a fun feeling, however life-saving it was. His blood was pumping wildly, his heart pounding, thumping against his ribs. He felt strong then. Untouchable.

But it was fleeting. Gravity slowly returned. Peter frowned.

_Is this why I still do it? Why I put on the suit and the mask? For the rush? The thrill?_

Peter found that he couldn't answer his own question. Or rather, he didn't want to.

From his spot on the stone and steel tower, he could see damn near everything. The entire island of Manhattan stretched out beneath him, people scurrying below like tiny ants. The cars were beetles, of course.

And Peter was the spider.

A spider that needs to get to school, he reminded himself. He stood from his perch and flicked his wrist outward. **_Thwip!_** A line of webbing shot out, finding a home on a ledge somewhere below. Peter leapt into the air, letting gravity do the rest.

He made sure to enjoy his trip across midtown as much as he could before touching down in a secluded alleyway about a block from M-Cubed.

_A brand new day. Oh, joy._

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First period class with Mr. Warren was not the breeze it should have been. Science, Mathematics, those were Peter's strongest subjects, the part of the world where he ruled. But even during a class that was in his domain, Peter still had to suffer through some everyday high-school ostracism.

Harry and Gwen sat together, boyfriend and girlfriend as they were. An empty shell of a relationship on Gwen's part, Peter knew it to be, only kept alive because Gwen Stacy had a kind heart. Too kind to allow Harry to fall back under the spell of the drug, Globulin Green. The same drug that supposedly drove Harry's father to a life of crime and don the mantle of the Green Goblin.

Every time Peter cast a glance in their direction, he always regretted it. But he could not stop looking. It was like a train wreck, only slow and agonizing. Gwen would smile, sure. She always found a reason to smile. But the ones that she wore around Harry were but masks. There was sadness and pity swirling just beneath the surface. Seeing her like that was a stab to Peter's heart.

Harry was no better off, anger and sorrow and regret all boiling right underneath the new confident, laid-back image he attempted to project. The key word was 'attempted'. Next to no-one bought it and even fewer tried to poke through. Most feared that even trying to pry would only make things worse.

_A royally screwed up scenario if there ever was one_, Peter thought. _Harry's my friend, even with the mess with Gwen. I need to at least try to talk to him. It's been a month and he's still hurting._

And all that was _before_ touching on the fact that the torment from the jock-squad had been amped up to and even worse level than before Peter got his spider powers. Flash Thompson, surprisingly, was not involved and had done very little to antagonize Peter or Harry in the last few months. Well, aside from a snide remark or two, but those were to be expected and, better yet, did not physically hurt.

Flash's _friends_, however…

Peter didn't understand it. There was no reason for the bullying to come back with such vengeance. When he had broken up with Liz the month before, she had made a scene in front of a good chunk of the student body. She made it seem like she was dumping him and not the other way around, a show put on to save face in front of her social circle. It made sense in a twisted way. Dumped by a nerd? A torpedo to her popularity. She had an image to uphold. Granted, the image was going to be worthless come graduation, but teenagers weren't exactly the smartest people around. Even Peter was not exempt from this.

Why did the school seem to hate him now? Liz wasn't the type to spread lies behind his back. She didn't do it to Flash, so why start with Peter? Unless…

_Unless she told her friends what really happened between us. That I broke up with her for apparently no reason._

The bell rang. First period quickly dispersed.

On the way to his next class, Peter endured having his books "accidentally" knocked to the floor by one Kenny "King" Kong.

The passing period after that involved a meeting between Peter's face and the floor thanks to an outstretched foot that belonged to another jock croney. _No spider sense? I'm getting too stressed out._

"Making out with the floor, Parker?" Came Sally Avril's shrill voice. "I'm not surprised. It suits you better than Liz, that's for sure. More on your level."

Peter looked up just in time to see her laughing. To see all of them laughing. Or at least most of them. His cheeks felt warm then, and his ears as well. Liz was among the students gathered to see who made a fool of himself. She did not meet his eyes.

Peter rose, anger and embarrassment both building up in equal measure. Liz still would not look at him and eventually the latina beauty shrunk back into the crowd. The look on her face resembled… regret. The rest of the group disbanded soon after but not before Avril blew the "Champion Geek" a raspberry.

Peter scowled back. _What is she, twelve?_

Peter loathed that despite his enhanced abilities, he could do little but skulk off to his next class.

_I fought Gobby. Hell, I ended Gobby. I've gotten blood on my hand defending this city. Harry's father's blood. And I saved New York because of that. And what did all that get me? No girlfriend and a return to the status quo!_

Lunch period could not arrive quickly enough.

At first Peter was relieved. During class, he was stuck having to deal with people who hated him. During lunch, however, he could just get his food and retreat somewhere quiet or just hang with his friends.

Unfortunately, recent events had turned certain friends a great deal less friendly. In hindsight, Peter believed that he should have thought more carefully about the words he allowed to come tumbling out of his mouth.

The outdoor cafeteria on the roof of Midtown High was bustling with activity as it always had around noon. Everyone went where they were supposed to go. Jocks went here, Mathletes went there, Glee club over in the far corner...

Peter went where he always went. By his two best friends, at the far end of the yard.

Harry and Gwen sat side by side, rather close as well. A bit too close for Peter's liking. He set down his tray of whatever the hell kind of meat the lunch lady gave him and took a seat across from Harry.

"Hey, Pete." Harry greeted, a small smile tugging at his lips. His eyes, however, still looked the way they did the day of Mr. Osborn's funeral. "Rough day?"

"Something like that, yeah. But it's nothing I haven't already dealt with. I'll live. Probably."

That drew a chuckle from Harry, a smile from Gwen. A moment of silence followed as Peter picked at his... Peter refused to call whatever was on his plate "food". A few more seconds ticked by before Peter decided that the silence was poison.

"So, Harry..." He began, giving up on his lunch when he thought it moved. "You and I never really got the chance to just talk. How have you been? Really?"

Harry frowned, shoulders sagging slightly, the false confidence slipping away. He didn't look anger or annoyed, so that was a plus.

"I've... I've been hanging in there, Pete. It's been tough," He admitted, rubbing the back of his neck. "For both me and my mom."

"How is she?" Peter asked, concerned. He hadn't seen much of Harry since the night with the Goblin and he had heard even less about his mother. And Harry didn't have that stable of a home life to begin with, even before Mr. Osborn went on the green. "Your mom?"

Harry grimaced. "We... we don't talk much, to tell you the truth. Especially since... you know. She started going out again, thought, so at least there's that. Getting some air, not staying cooped up every day. She's been spending time with a new friend, this Kingsley guy. Some fashion designer, I've heard."

_Kingsley? I think I know that name..._

Peter mentally kicked himself. This was about Harry, not crime-fighting.

"I know that what you're going through feels like hell, Harry. I've been there," Peter told him, looking his oldest friend in the eye. "With my parents, with Uncle Ben... If you need me, Harr, I won't be far away."

Harry forced a smile. "It's fine, Pete. I'm fine. But thank you. You're a..." He faltered, something in his eyes changing. "You're a good friend." A silence fell over the table yet again for a brief moment, discomfort slowly seeping into the air. "Anyway, I've been able to distract myself with some recent OsCorp projects. Mr. Menken advised that I should start doing my homework on my father's company so that when the time comes that it should fall onto my shoulders, I'll know exactly what I have and how to work with it. Apparently, my dad began construction of a new company headquarters downtown. Osborn Tower, set to be the tallest building in Manhattan when completed. It's been in the works for some months now."

Gwen looked surprised, her eyes widening. "_That's_ what they're building downtown? I didn't know it belonged to you, Harry."

Harry shook his head. "Not mine, babe. My father's." He sighed. "And I'll see that it gets finished, no matter what. A monument to his memory, standing tall above all of New York City. Dad would've loved that."

Peter fought back a grimace. _It's more than he deserves. Bastard framed his own son, my best friend. And now he's dead..._ The guilt swiftly replaced the building anger, leaving Peter sullen. The third wheel did his best attempt at a genuine grin.

"He would be proud of you, Harry." Peter assured the mourning son, his mind plagued with the thought of Norman Osborn taking joy from the fact that his child still worships him.

Harry nodded, accepting the consolation. He picked at his food. They all did, none of them sure where to take the conversation from there. What was there to talk about? The recent death? Their dramatic teenage love-lives? The nearly month-long absence of the wall-crawler?

It was Gwen who was brave enough to shatter the silence.

"I miss this," She spoke gently, tucking a strand of hair behind her ear. _So beautiful... _"Just the three of us, hanging out. We should do this more often."

Harry snorted. "We're doing it _now_, Gwen."

I meant for real," Gwen sighed. "Like, on our own time, away from school and work."

"So we trade up from sitting at school and talking, to sitting at the Silver Spoon and talking?" Joked Peter.

Gwen gave him a genuinely warm smile, something that was almost enough to send his gut for a loop.

"Yes, actually. That sounds perfect!" She said sweetly. "What do you say, today after school? I know that you and I don't have a shift at ESU until Wednesday."

Peter shook his head. "Sorry Gwen. Can't. Jolly Jameson wants me to come in to the Bugle 'as soon as yesterday'." He explained. "He's not exactly happy about my recent shots of Spider-Man. Or, more specifically, their non-existence."

Before Gwen could voice her disappointment, she was interrupted by a noise of disgust.

Harry sneered at the mere mention of the wall-crawler, his whole demeanor shifting in an instant. Sadness, regret, all replaced swiftly by anger and hate.

"So, the web-freak is hiding out? I'd say good riddance if it weren't so cowardly." He growled with malice, fists clenched. There was more than anger in his eyes and it frightened Peter.

Gwen rested a hand on Harry's tense shoulder. "Harr..."

Harry ignored her, shrugging her off. "He murders my father and then doesn't even have the spine to answer for it! He's a killer, that's all he is! But he parades around with the hero act, saving kittens and helping old ladies cross the street so people won't see what a monster he is. And they _buy_ it!"

_"Spider-Man_ saved Aunt May's life." Peter said on impulse, not quite appreciative of the being labelled a murderer by his best friend.

"He saved me too, remember?" Added Gwen, gently squeezing Harry's arm in an attempt to get him to calm down. "He can't be all that bad."

That proved to be the entirely wrong thing to say.

"You two are defending him!?" Harry seethed, angrier now. Eyes drew towards their secluded table, fellow students eager for a spectacle to take away from the boredom of school. "After what he did to my family? Peter, my dad respected you, made you his little protege. He was going to take you places after college, I just know it! How can you not be angry about what happened?"

"Harry..." Gwen warned, to no avail.

Peter found himself unable to answer, not because he was caught off-guard, but because the truth needed to remain hidden.

Harry snorted in disgust. "Is it because the spider-freak gets you cash from the pictures you take?" Osborn had risen from the table, fists clenched with threatening eyes set on Peter.

Parker rose as well. "No! Harry, your dad was the _Green Goblin_, criminal mastermind. Spider-Man had to stop him before he hurt anyone!"

"My dad was on the green, Peter! It messed him up the same way it did to me!" Harry shot back.

"Guys, please..." Gwen attempted to intervene, again with no success.

"Your dad _attacked_ Spider-Man!" Peter countered. "What was Spidey supposed to do? Just lay down and die?"

"So you're saying that killing my dad was just A-okay?"

"No!" Peter urged, desperate to salvage the situation. _How could it have gone so wrong?_ "No, I'm not saying that. Spider-Man fights crime, but he doesn't kill. That's his thing. He never wants people to get hurt. Yeah, he screwed up big time-"

"I'd say he did a hell of a lot more than 'screw up', Peter." Harry said with muted anger. He turned away from his best friend. "Forget this, I'm not hungry."

"Harry!" Peter called out, but the Osborn boy paid him no mind, retreating back into the school building.

_Damn it all. Me and my mouth..._

Peter started after Harry only to be stopped by one short blonde. Gwen looked into his eyes with her own gorgeous baby blues, silently apologizing.

"I think you should let me handle this."

"Gwen," He began, guilt flooding his mind. "I didn't mean-"

Gwen shushed him. "I know, Peter. Spider-Man isn't some psycho-killer vigilante. I know that from experience. But Harry lost part of his family. He needs time. Remember when you lost Uncle Ben? Just let Harry cool off. He'll come around eventually." Gwen assured him. "...I hope."

With that, she left him alone. Peter stood by himself at the now empty table, ignoring the looks from his fellow students as Gwen Stacy chased after her boyfriend that she didn't love, leaving behind the best friend that she did.

_Fantastic. Just Terrific._

Peter could do nothing but sit back down, shoulders slumping as he sank into his seat. Even his lunch looked depressed, the mashed potatoes looking particularly mashed and the meat... where did the meat go?

The web-slinger spent the next few minutes picking at his food until a visitor plopped down across from him. He looked up from his far-too-green-fruit-cup to be graced with the sight of a familiar - and gorgeous - red-head.

"Rough day, Tiger?" Mary-Jane Watson asked her favorite guy in all of Midtown High. She was smiling, eyes as well as lips. It was infectious.

"You're the second person to ask me that in the last ten minutes. And yes. Like you would not believe."

"Feel like sharing?"

Peter sighed. "I appreciate the offer, I really do, but I don't think you want to listen to me whine and brood. Emo-Peter is Worst-Peter, right? And besides, if anyone needs an ear right now, it's Harry."

Mary-Jane pursed her lips, concern falling over her face, worry overshadowing beauty. "We all need an ear sometime, Tiger." She said, reaching over to place a hand over his. "Harry has Gwen. You have me. So spill, handsome. Consider me an outlet."

Later, Peter would find it to be a hell of a thing that his teenage mind did not immediately descend someplace filthy. And sweaty. And sweet.

"Considered. And denied. MJ, I'll be fine," He insisted, absently shoveling a spoonful of mashed potatoes into his mouth. _At least I hope this is mashed potatoes..._

Mary-Jane however, was something of a spitfire and would have none of Peter's deflections.

"It's not good to bottle these things up, Pete. I know things haven't exactly been going well for you recently. And it certainly can't be easy for you to see her with him."

The smallest part of Peter's mind noticed the way the red-head stressed the word "him", her voice laced with what Peter could only describe as distaste. Mary-Jane Watson was apparently not a fan of Harry Osborn. A curious notion. One Peter would eventually want to pry at, but not today. He certainly didn't want _more_ drama. It would be a cold day in hell before Peter Benjamin Parker would allow his life to turn into some soap opera.

"It isn't easy," He finally answered, relenting to the red-head's charms. "It really isn't. How could everything go so wrong at once? Right when I thought I was getting back on track with money, with school, with Gwen, the track is suddenly gone! And now I'm left with nothing but a train-wreck!"

Mary-Jane's hands were warm. Comforting. Soft. Peter looked up at her and saw caring eyes staring back. There was a lot more to MJ than just a fun-personified girl, it seemed.

"Not everyone is given a happy ending, Peter." She spoke softly, "Sometimes you've got to work for yours. Fight tooth and nail for every shred of happiness you can find and then fight some more so that they don't get taken away."

Peter remembered that night on the city rooftops, swinging and leaping for his life. Everywhere he turned there pumpkin-heads shooting at him. Everywhere he went, the Goblin followed, relentless, merciless, ruthless. He remembered pain and anger, blood and sweat. He remembered Norman Osborn falling, falling, falling...

"I did fight," Peter replied, quiet and sullen. "You have no idea."

"I might." She squeezed his hand.

"Doubtful," He told her. Peter pulled his hand from hers, glancing at his watch. There were still twenty minutes for lunch. He turned his eyes back on MJ. "Okay, you've been my ear. I'll be yours. How have you been, MJ? I know that you and Mark Allan were close and all."

Mary-Jane looked only the slightest bit bemused at the sudden switch of roles, but to her credit, she was not off-put.

"I... I miss him," She confessed, her smile giving way to a frown. "I hate to think about what those creeps did to him, to turn him into... into..."

_...A desperate kid looking for a way to save himself_, Peter thought, his mind wandering to the Allans, the family torn apart so soon after being reunited. He thought of Mark and Liz, of what he had been forced to do to both of them._ Liz... God, I'm so sorry Liz..._

"Things got really screwed up last month, didn't they?" Peter huffed, running a hand through his hair.

"Not the exact word I would use, but yes."

Peter picked at his food again. "Being an ear is depressing."

Mary-Jane sighed. "Yep."

"Sorry about bringing it up."

"Don't be, Tiger."

**]|||[**

Much to Peter's relief, the school day eventually ended. The bell rang loud and clear, and with that sweet noise came his way out, he made sure to avoid the likes of Kong and Sally, missing Harry and Gwen as well. Probably for the best, if Harry was still stewing over what happened at lunch. He did cross paths with MJ again but it was a brief meeting, a quick wave before they went on their separate paths.

Peter had a meeting with Jameson to get to, one which he was totally not looking forward to. The man redefined the word motor-mouth, being as fast - and about as loud - as a muscle car's engine. Combine that with Jameson's oh-so sunny disposition and Peter was left with an entirely unpleasant experience he would have to endure. But a job was a job, and Aunt May needed all the support she could get.

At least he could enjoy the web-slinging on the way over to the Daily Bugle offices.

**_Thwip!_**

The wind was cool on his face.

**_Thwip!_**

Towers of stone and steel whipping by on both sides.

**_Thwip!_**

No worries. No fighting. Just freedom.

**_Thwip!_**

The stone wall sped towards Peter. He reached out with both hands. With inhuman grace, Peter made contact, his palms sticking smack against the side of the familiar office building. Inside, the Daily Bugle awaited, Jameson and his big mouth eager to chew Peter's head off.

_Oh, joy._

Peter slipped in through the usual window, into a vacant supply closet. It smelled of damp concrete and detergent. There, he slipped his shoes back on. His sneakers were never optimal for wall-crawling, Peter found.

Straightening out his clothes, the young photographer took a deep breath. He was nervous, as crazy as that was.

_I can fight mutated baddies every other day, but one cranky old man is what gives me the jitters. Now that's just impressive, is what that is._

He opened the door to the closet.

The Bugle was busy as it always was, workers scrambling about in what Peter could only describe as organized chaos. Phone conversations carried over each other, a frenzy of spoken words that sounded like a language from the depths of hell. Others simply sat at their desks, typing up a storm or scribbling notes - or just chicken-scratch - on loose sheets of paper. Peter spotted Ned Lee deeply engrossed in... something. It looked important so Peter let him be. No point in interrupting just to say "hello". A short distance away, at his own desk, Foswell was much of the same, the short, slender man stroking his shaggy facial hair as his eyes scanned over what appeared to be an assortment of news clippings from the past.

With a wave at Miss Betty Brant, Peter started for Jameson's office. Dread built up with every step down the aisle. He opened the door to J. Jonah Jameson's office.

"Mr. Jameson?" Peter inched inside, careful not to take a full blast of Jolly Jonah's sonic boom. "You wanted to see me?"

"_**PARKER!**_" A perpetually angry man bellowed. Peter winced, tensing up for a mighty verbal assault. "I told you I wanted you in my office _as soon as yesterday_! Do you have any idea how much of my valuable time you've **_wasted_**?"

Peter opened his mouth to reply. In hindsight, he ought to have known that such an action was pointless in the presence of Jameson.

"Don't even answer!" Jolly Jay cried, his face reddening by the second. "Just sit your punk teenage ass down and listen good!"

Peter promptly did so. He had to give picklepuss credit: when he says something, people listen. _Kind of hard not to..._

"Ever since the Spider-freak dropped off the face of the Earth, so have our sales. Our biggest story in the past six months, followed by a nosedive: Millionaire Osborn is the Green Goblin, Spider-menace kills him. Then, _poof!_ Nothing! Without photos of the web-head, the Bugle is just another paper!"

Peter forced back a grimace at the mention of Osborn. His fists clenched, teeth grinding. He was beginning to get tired of being written off as a thug for defending himself. Jameson, however, was a on a set of tracks too hot for him to notice.

"Enter you, Parker!" He pointed accusingly at the boy sitting across from him. "What the hell happened? You were my secret weapon! My ace in the hole! I thought you said that the Spider-Guy was a glory hound! Where are my pictures, Parker?" Jamesone gave the younger man an expecting look, impatience falling over his grizzled features as soon as the words left his lips. Impatience, quickly followed by annoyance and anger.

"Well... I..." Peter stammered, struggling for an excuse. "I guess Spider-Man decided to take a break. There hasn't really been a lot of crime recently, so there's no reason for him to go swinging around town. And from what I've seen, the last couple months have been pretty hard on him."

"**_Hard?_**" Jameson erupted, volcanic anger spewing from his mouth. He looked every bit as dangerous as Mt. St. Helen - and every bit as stocky. "You know who has it hard? My son! My boy landed a space shuttle! And who do people talk about? The wall-crawling menace! Then, the spider-freak puts my son in a straight jacket for god knows how long. And you know what? Not a single soul in this damned city cares!"

There it was again. Peter felt it, deep in his gut. The guilt. John Jameson was a victim of circumstance. It was sheer bad luck that drove the astronaut hero over the edge. Bad luck and those alien spores. Spidey had to stop Colonel Jupiter from wrecking New York. Damn it, Peter _had_ to do it!

Jameson scoffed. "A 'break'?" He mocked. "Doesn't that Spider-Man know? Crime doesn't take a vacation."

"I don't-" Peter started, but never finished.

Jameson pointed a finger at the younger man, accusing once more.

"Out of all the people in New York City, he calls _you_, Parker. I don't care how you do it. Find him, get some photos, any photos, and you can keep your job!"

Peter blinked. Then he frowned. "I don't actually have a job here, Mr. Jameson, sir. I'm a freelance photographer. I'm only under contract to sell you pictures of Spider-Man. If I have any, that is."

What followed was a rare moment of silence as J. Jonah Jameson regarded Peter with an expression that the young man couldn't quite place. The peace, unfortunately, was short-lived.

**_"Parker, so help me God, if you don't have pictures of Spider-Man on my desk as soon as humanly possible, I'll have you eat your precious contract with salt! Out! Now! Out! Out! Out!"_**

**]|||[**

_Well, that was unpleasant._

Peter huffed in frustration. From where he sat, legs dangling over the edge of the office building, the view he had of Manhattan was gorgeous. A beautiful city of glittering lights and daunting towers. _A city that hates me._

Peter jumped forward, gravity's tendrils snapping him down, down, down. The ground raced up to meet him. He shot out his hand.

**_Thwip!_**

First came the tension, followed quickly by the sweet, sweet weightlessness as the line of webbing sent him up high. Peter took flight. Up, up, up. Up over the tops of some buildings, up into the endless blue sky. Then, slowly, he started back down.

**_Thwip!_**

_Wherever I turn, there's someone who hates me... Who hates Spider-Man_, Peter thought bitterly. The super-powered teen swung himself onto a wall, sticking there by his hands. His eyes lowered to the streets, where the citizens of New York bustles by without a care in the world. Not one of them noticed him watching above.

_Harry hates me. Jameson hates me. The city thinks I'm a menace. They're calling me a murderer. _

Peter had read the papers in the days following the death of Norman Osborn. Most decried him a killer, a ruthless vigilante who deemed himself judge, jury and executioner. It was disheartening to say the least. The papers eventually died down with the anti-Spidey rhetoric, but then again, Spidey had sort of died down as well. Perhaps in addition to the low crime rates, Peter just didn't have the heart to don the mask again. He still carried the whole ensemble in his bag, just in case, be he had yet to even touch his suit.

A storm of emotions assaulted Peter's mind. Guilt over John Jameson, over Max Dillon and Eddie Brock. Over Mark Allan and Flint Marko. Sadness for Gwen and Harry and Liz Allan. Anger at everything else. At Jolly Jameson for dragging his name - the other name - through the muck. At Osborn for framing his son and for causing this whole mess. For _dying._

Peter hadn't meant to kill him. It had been an _accident_. _An accident, damn it!_

_Why do I bother with the suit and the mask when everyone hates Spidey's guts?_

_Do I do it for the thrills? Do I do it for the fame? The notoriety? For the Perks? _

_What perks? Why am I Spider-Man when I get nothing out of it?_

**_!_**

A sudden sensation hit Peter like a truck.

His whole body went stiff, his back straightening like a steel rod. There was a... _tingle_ in the back of his mind. Almost like someone was screaming, yet it was silent.

In an instant, Peter was aware of everything around him. All of the birds on the roof and any roofs nearby, picking at the floor for their food. All the cars below, rolling on by, swerving around each other. The light breeze whispering against the glass and concrete of New York's multiple spires.

Peter could see it all, hear it all, _feel it all. _

Including any and all possible threats.

...Such as an armed man screaming, cursing at a group of cowering pedestrians. No, not one man. Several. Several men, all armed. Peter could hear them, even from the roof. They wanted money, lots of money. Not from the people, but from a vault.

_Bank robbers._

Peter's heart raced. They were not far, only just down the street that Peter hung over on his ledge. A small bank on 20th.

All thoughts of his messed up life slipped away into the very back of his mind. Peter clenched his teeth, tearing through his bag for the necessary wardrobe for such a situation. This was the first real crime to occur in broad daylight since...

Those thugs were about to get the surprise of their lives. Peter was going to make sure of that. Or, at least Spider-Man was.

Peter worked fast, slipping his blue and red uniform on with familiar ease. As the young crime-fighter pulled the mask down over his face, he was Peter Parker no more.

Camera in hand, Spider-Man descended from his perch, a line of webbing shooting from his wrist. He swung his way down to the street below, the New Yorkers who lined the sidewalk looking up in awe.

_Today is not a good day to be a crook._

**]|||[**

There were four men, all wielding military grade weapons. Assault rifles, Sub-machine guns, heavy pistols, the complete bad guy set up. All of them were very loud and very angry. One of them worked the vault in the back of the bank, desperately trying to get the enormous hunk of metal open. The rest had their eyes - and guns - trained on the hostages.

_So unfortunate that none of them kept their eyes on the upper windows..._

There were over a dozen innocent people seated against the far wall, all with their head down, hands out in front. One of the robbers was yelling, gun barrel hovering over all of them as he waved his very dangerous toy around.

"Eyes down!" He bellowed, his voice slightly muffled through his ski-mask. "Hands out where we can see 'em!"

_Such a charmer. You can tell he's a professional._

A second thug came and stood next to his gun-toting buddy. His voice was calmer and more collected, but no less loud.

"We only want the bank's money, folks!" He told the hostages, almost cheerful. "Play your roles as the hapless bystanders and everything will be just peachy. No one try to be a hero, now."

_Aaand, that's my cue!_

Spider-Man eased down from the ceiling, dangling from a thread of his Spider-Silk. "Tempting offer, Mr. Thief!"

With Spider-Man's chipper voice came chaos.

Everyone jumped in shock, the thugs fumbling with their weapons as they struggled to comprehend the web-head's presence. Thug number one looked to be about five seconds from having a heart attack. The hostages, meanwhile, looked at Spidey as if he were some mutant-spider-guardian-angel type guy. It was a nice change of pace from the "Spider-Menace" debacle.

"But honestly," Spidey continued, glib as he was known to be. "I don't think I'd make a very good bystander. Besides, my wardrobe doesn't fit the role. I'd say these threads put me in with the hero types. Well, them or the crazies, but to be honest I don't think there's much of a difference between the two!"

To the bank robbers' credit, they only stood there, gaping like idiots, for about five seconds before reverting back into bad-guy mode. The one with the itchy trigger finger was the first to sputter out a somewhat coherent response. Though his face was obscured by the mask, Spidey was sure the man was as pale as milk.

"S-Spider-Man?"

"He's back!" One hostage cried.

"Thank God!" Another exclaimed.

Thug number 1 proved to be not quite as unmanned as Spidey previously thought, and certainly not as dumbstruck as his fellow cohorts. Even through the mask, the crook's sneer was very apparent, his teeth bared like a rabid dog. He brought his rifle up to bear, the action almost appearing sluggish thanks to the Spider's heightened reflexes.

"Kill the Spider-freak!" He shouted, his voice booming off the walls and ceiling. The gun in his hands barked, wildly spewing a hail of bullets. Gunpowder ignited, a deadly chemical reaction. Small chunks of metal were rapidly launched one after another. They cut through the air, hitting nothing as they traveled through the spot that Spider-Man had once occupied.

As the common lowlife of New York City tended to either forget or simply not know, the friendly neighborhood Spider-Man was one fast, wily creature. Oh, and Spider-sense. He had that, too.

Said wall-crawler was currently living up to his name, clinging to the wall he had hopped onto. Positioning himself behind the bank robbers, he had a perfect view to see them perforate the area he had just been in. With a smirk, the Spider also noted the camera flashes out of the corner of his eye.

_Jameson wants a menace? I hope he'll settle for a samaritan._

With all of them unloading at once, the deafening sound of automatic gunfire drew even more deafening screams from the scared-out-of-their-wits hostages. Chaos ruled the bank then, chaos and stupidity as not one of the thugs seemed to notice that their bullets were doing nothing except a wonderful job of murdering empty air and a wall.

Finally, the fiasco came to abrupt end when they ran out of ammunition. Spidey's assumption was confirmed by an expletive-filled statement from thug number 3.

_Crass and incompetent. A wonderful combination!_

"Kill the Spider-freak? That seems a bit drastic," Commented the web-head, his tone wry as he relaxed in his spot on the wall. The crooks whirled around, eyes comically wide through their mask. "And I was only popping in for a quick hello!"

Thug number 1 raised his gun and pulled the trigger on impulse. **_Click!_** They were quickly proving to be a forgetful bunch, weren't they?

Spider-Man savored the moment, gleefully watching the baddie stiffen as kept squeezing the trigger to no avail, as if the repeated attempts to fire an empty weapon would result in any success. **_Click! Click! Click! _**

_How does gun work?_

The Spider pounced, knocking number 1 flat on his back with the force of a guy with mutant spider-strength. Which is a lot. With one crook taken out of the fight, Spidey continued onto the next wall. The display of thrillingly heroic acrobatics was but a blur to regular human eye.

Number 3 chose that moment to lose his nerve. He booked for the door, his useless weapon - useless unless he was smart enough to reload the damn thing - out of his hand like a hot potato.

"Make a few quips," Spidey mused as he snared the fleeing criminal with a thread of silk, snagging his ankle. "Have a few laughs," Spidey tugged hard on the line, sending number 3 tumbling ass over head until the poor sap finally came to a rest in a heap just by the door. "Cuff a few thugs. You know how it goes!"

**_Pop! Pop!_**

Spider-Man flipped up to the ceiling once more, just in time to see two bullet holes appear on the spot of wall he occupied. **_Pop! Pop!_** Two more bullet holes.

It appeared that number 4 had finally decided to join the fun. Perhaps dial-turning was much less fun with actual dials.

"Kill him!" Roared number 2 as he struggled to reload his weapon. "Kill him now!"

_Not very professional are they? They can't be. All the real criminals are too scared to fight me._

Number 4 was persistent, Spidey had to give him that. Armed with a dinky looking pistol - dinky compared to the assault rifles, that is - he did try his damned hardest to score a hit on the marvelously quick wall-crawling webslinger. However, his determination did not stop said web-slinger from giving him a piece of his mind.

"Didn't your parents ever teach you boys that guns are dangerous?" Spider-Man inquired as he traveled from wall to wall to ceiling to floor to wall again, dodging bullets like some sort of... Spider-Man. "I mean, my _God_, this is like running with scissors! Except, you know, **_worse!_**"

"He's too fast!" Number 4 sputtered, very clearly panicking. It appeared that the pistol-toting crook could add 'noticing the obvious' to his already impressive list of useless skills. He could put it right next to 'not listening' and 'getting punched in the face by a mutant like a total champ (or chump)'. Number 4 crumpled into an unconscious heap.

"He can't be faster than a bullet!" Number 2 called back from his hiding spot behind an overturned desk, oblivious to his status as the last thug standing.

When Spider-Man plopped down next to him, he gave a very unmasculine yelp.

"No, not faster than a bullet," The Web-head clarified, his smile somehow audible. "Just faster than you. And smarter. And better looking."

Spider reflexes allowed for the webslinger to easily snatch the rifle - which was improperly reloaded - out of number 2's hands. "I'll be taking that."

No gun, no team, no power. Number 2 did what any normal low-life would do. "Screw you, Spider-freak!" He hissed at the vibrant suit-clad hero before making a break for the exit.

_They either run or fight. Always one of those two options. They never go quietly. Why not go quietly? It saves them their dignity._

With a sigh, Spider-Man leaped after him. "Jeez, take me out to dinner first, bub." He said to the crook, webbing the man's arms and legs from behind. **_Thwip! Thwip! Thwip!_** "I could also do without the name-calling."

The Spider hopped back to the floor so he could better appreciate his work. Three unconscious crooks and last one swinging from the ceiling in a cocoon that would make Charlotte proud. Combine that with all of the hostages safe and unharmed and Spider-Man was feeling mighty fine with himself.

"You son of a bitch!" Number 2 spat, struggling in vain against his web-bindings. "Wait till I get my hands on you!"

"That seems unlikely," Spidey retorted, hands on his hips.

"The police are on their way!" One bank teller announced, "I pressed the alarm button. They'll be here soon!"

Spider-Man nodded at the woman before turning his eyes back on crook number 2, who looked about ready to heave as he swung back and forth while upside down.

"So, in case you didn't catch that, the cops are on their way with your ride, so why don't you just hang out for a bit?"

The man shouted something that was best not repeated.

"I know, I know, bad joke even for me." Spidey admitted. "I just couldn't resist."

**]|||[**

Peter was pleasantly surprised to find that the newly freed hostages were more than thankful for his timely intervention. Not a single one of them was calling him a menace or screaming at him to get lost, so that was a plus. Some of them even shook his hand!

"Thank you, Spidey!" One younger man said, clasping his hand while sporting the goofiest smile of all time. "You're awesome, bro!"

Another hostage, a woman with streaks of mascara running down her cheeks, came up and hugged him. "That one guy was going crazy! I thought..." She choked back a sob. "I thought we wouldn't make it out of here!"

Peter looked into her glistening eyes and saw relief and joy. He saw a mother who got to go back home to her kids. A wife who got to go back home to her husband. Peter looked to the rest and saw much of the same. A son coming home safe and sound, a brother getting to screw around with his siblings for another day. He saw people who would get to keep living their lives. Some couple dozen Uncle Bens going home to some couple dozen Aunt Mays and young Peters.

He saw it then. He saw the reason he wore the suit.

He saw why he was Spider-Man.

_Fate or chance. It doesn't matter which. Either one saw fit to give me gifts, to grant me abilities no one else has._

_I'm capable of helping people, capable of making my city a safer place to live. I'm capable of making sure no one else has to lose an Uncle Ben._

_I've been given great power. And with great power..._

_...With great power comes great responsibility._

_Thank you, Uncle Ben. _

"No need to thank me." Spider-Man told them, voice lowered to sound older and not like a seventeen year-old boy. "Consider it a courtesy of your friendly neighborhood Spider-Man! Now I'm no expert, but I think everyone should move outside, get some air. Don't want to mess up the crime scene for the cops, right? At least, not more than it already is."

The pedestrians heeded his advice and quickly filed out of the perforated bank lobby.

_It was a miracle no one got injured, let alone killed, what with those yahoo's firing off like a sensitive guy at a gentleman's club. Speaking of yahoo's..._

Peter focused back on the man hanging from the ceiling, watching him slowly sway back and forth in his sticky cocoon. Thug number 2 had stopped cursing and shouting, though his now mask-less face was as red as could be. Peter chalked that up to the blood rushing to his head.

"So, we're alone." Spider-Man said with warning. "I have some questions, Guns McCoy. To start: who are you working for?"

The man grunted. "What makes you think we're working for anyone? We could be a gang all on our own."

"From the way you speak and move, I'd guess you were a common street thug who worked the back-alleys before all this. Guys like you don't just happen to fall upon such lovely toys like automatic assault rifles and that vault-cracking tech you had back there." Spider-Man deduced. "Those gadgets were given to you, weren't they? By someone with enough connections to get them and well off enough to pay people to do his dirty work for him. Who supplied you?"

Spidey got up close until they were almost nose-to-nose.

"I... I don't know his name." Confessed number 2, whatever steel he had in spine flowing away like melted butter.

"I'm sure few people do," Countered the masked vigilante. "I don't need his name. Only an alias. What do people call him?"

The thug hesitated, either because he was genuinely afraid of double-crossing his employer or because his current position was making him feel a little woozy. His face was _really_ red, after all. Probably not healthy.

"H-Hammerhead," He finally admitted, grimacing. "He goes by 'Hammerhead'. You two have a history, I've heard."

_That's one word for it._

Peter narrowed his eyes from behind the mask. Hammerhead? A month of inactivity and suddenly he's hiring the Failure Four and possibly other equally inept street thugs to do his bidding?

"Since when is Hammerhead interested in robbing banks? Last I heard, there was a power vacuum that had his attention."

"Not just any bank, web-head," The man answered. "Tombstone's bank. Whatever money that the feds haven't already seized. Tombstone has big brother on his back and can't even lift a finger to wipe his own ass without them knowing. Hammerhead saw an opportunity to... re-purpose his former employer's copious funds.

"That still doesn't explain why he's hiring the sorry likes of you." Spidey bit back. "I took you goons down, no problem. You'd think a mob boss would be able to afford quality service."

"You killed the Goblin, Spider." The thug slurred. "You showed the city how far you would go."

Behind the mask, Peter flinched as if struck. He remained silent.

The man continued. "No one wants to mess with you, pal. You're bad news. The smart criminals? The professionals? They've gone low. Underground. All that's left are the stupid and the desperate. And those who thought you skipped town."

"I can see that," Spider-Man deadpanned. He stepped away from cocoon-man. "Thank you for your cooperation."

_**Thwip!**_

Peter swung to the window he came in through, picking up his camera. It was almost sundown. _Time to head home._ The wall-crawler collected his bag as well, finding it right where he left it: webbed high up on an alley wall. Then he started home.

_A Spider's work is never done, it seems. Always a pest to put away._

**_Thwip!_**

Spider-Man barreled through the evening sky, cool air flowing all around him. No other feeling was as satisfying as web-slinging.

_**Thwip!**_

Below him, cars honked at the sluggish traffic. Meanwhile, in the sky of the Spider, streets whipped by like they were nothing. Every string of webbing took him a city block or more.

It was freedom.

**]|||[**

He arrived home in no time. Slipping into his regular clothes, he also slipped into a familiar skin. That of Peter Benjamin Parker, pre-spider bite. A young man earnest in the sciences, who always had a smile for his Aunt May.

The Aunt in question was in the kitchen when Peter walked through the front door, calling out to him from her stove-turned-workstation.

"Oh, Peter!" She greeted him warmly. "You're home!" How was school? Is Harry doing alright? How about Gwen?"

Peter was tired and on auto-pilot. School was good, he lied. Harry was fine and so was Gwen, a half truth. Aunt May smiled, a sight that was worth it to Peter.

"I've made spaghetti for dinner!" The older woman announced. Peter smelled it before he saw it. The freshly boiled pasta, the tangy tomato sauce, the juicy meatballs...

Dinner was excellent, as was normal when May Parker took the reigns. Afterwards, Peter helped clear the table and wash the dishes before giving his Aunt a kiss on the cheek and retreating to his room to "study".

Peter's bed had never felt so comforting. The Parker boy lay there, exhaustion seeping into his bones from the frustration of the high school drama alone. He didn't even want to think about Hammerhead or Tombstone.

But, being a Parker and thus, a masochist, he did so anyway.

_Hammerhead is back on the grid but is using amateurs for his jobs. No one else who he can hire, I suppose. No one else who's stupid enough to take those jobs. Wild guns loose on Manhattan? Not on my watch. _

_Tombstone will certainly be unhappy. I'm guessing a gang war. Or something. Captain Stacy told me that nature abhors a power vacuum. Something's coming. Something big. I can feel it in my bones. And I have to be ready for it. I can't let anyone else get hurt because of this. Because of me._

Peter thought of the hostages he saved, at how they smiled and thanked him. He never would have thought that the media was painting him as a murderous vigilante.

_Maybe that'll change now. I've got the pictures of the rescue - which is easy money, thank god for that. No way Jameson can spin that against me. I get paid for the photos and Spidey gets his good name back. Double win!_

Peter smiled then, a weak smile as the desire to sleep started to slither into his mind.

_And even if they do try to spin it against me, what will it matter?_

Peter slipped his shirt off, then his pants. He pulled his blanket over his chest, sinking into the soft mattress.

_The tabloids can say whatever they damn well please about me. I'll never stop doing what I do. It's my responsibility._

Peter's eyes began to flutter shut, to close and not open until it was a brand new day.

_I'm not a murderer._

_I'm not a menace._

_I know what I am._

_I am the **Marvelous**..._

_The **Amazing**..._

_The **Spectacular Spider-Man.**_

For the first time in almost a month, Peter Benjamin Parker slept well.

**]|||[**

**.**

**_"BRAND NEW DAY"_**

**.**

**Next Episode: _"FELINE FATALE"_**

_Peter Parker is dismayed to discover that both he and Spider-Man must endure women troubles._

**.**

**"Spider-Man" is owned by MARVEL.**

**"The Spectacular Spider-Man" and its iterations of Spider-Man characters are owned by Sony.**

**.**

**Thank you for reading! Please be sure to let me know what you think!**


	3. Fractured: Feline Fatale

...

**WEBSLINGER**

**A SPECTACULAR SPIDER-MAN STORY**

**.**

**ARC ONE: FRACTURED**

**.**

_**"FELINE FATALE"**_

_Peter Parker is dismayed to discover that both he and Spider-Man must endure women troubles._

**.**

**]|||[**

New York City was alive. It always was, truthfully, its shining spires of concrete, glass, and steel glittering against the water of the harbor. Cars and people coursed through the streets and sidewalks like blood through veins, endlessly flowing, never stopping.

One car in particular, however, was more of a viral infection than a blood cell. It was a black luxury vehicle, its classy and attractive appearance betraying what it truly was. It coasted through the narrow roads, unnoticed by the many passersby that lined the sidewalks, save for a few glances of appreciation.

Hammerhead sat in discomfort, an odd experience considering the fine leather seats. He was tense, his mind a storm of thoughts, emotions like frustration, anxiety and anger clouding his ability to plan. Teeth clenched, the budding crime-lord gazed out the car's window, watching people, cars, trees, lights, anything to calm himself. He needed to be focused, to be on a set course with a clear destination. Not distracted by pests who were throwing wrenches into his plans.

_Pests like Spider-Man._

Hammerhead scowled at the thought of the little bug-boy. The friendly neighborhood creep had been AWOL for damn near an entire month, ever since he sent the Goblin on a one way trip to a fiery death.

A whole _month_ without any sign of the wall-crawler.

There were some people who even thought that the bug skipped town, shamed by the blood on his hands - or perhaps fearful of an armed police response to his deadly vigilantism. Hammerhead had believed he was in the clear then, free to take New York as his throne, his center for a new family headed by the new Big Man of crime. Goblin had been put down, Silvio Manfredi was back in prison, Doctor Octopus as well, and Tombstone was under big brother's magnifying glass. No one was left to stop Hammy from taking what he wanted.

...Until Spider-Man came back.

The bank robbery was supposed to be a simple job: get in, grab Tombstone's dough, get out. Even the greenhorns that Hammerhead had hired could have pulled it off. But, alas, luck was not on their side. The day Hammerhead decided to end the no-crime streak was the same day Spider-Man decided to show his ugly mask again. The mob boss had taken a risk, spent money and resources in the hopes of a payoff.

What he got was nothing. Zilch. Nada. A gain of zero.

All Hammerhead did was lose money. And he may have lost some respect as well. Sending amateurs to pull off a bank job was... not good practice. But there had been no one else to hire. No one else brave enough - or stupid enough - to try their hand at crime with the possibility of running afoul of a murderous spider.

Hammerhead needed to think of way to salvage the situation. He needed to find a way to cover his tracks, to make sure the bank job couldn't be traced back to him. He needed to find a new way to get funds for his network. The mob boss frowned, brows furrowing as he thought hard. Perhaps he could pay off some cops, get some eyes on the inside. There was that-

_CRACK! **FOOM!**_

The car shifted violently, nearly sending Hammerhead's face through his window. His hands sought for something to grip, something to keep him steady as his driver attempted to control the swerving vehicle. The rude sound of metal grating on pavement stabbed at his ears.

"Sir, the tires! They've blown out!" His driver, Jenkins, shouted back at him, her cap having fallen off her head, strands of golden hair wildly flailing about.

"I can tell!" He cried back. If he had felt tense before... "Slow us down!"

_What the hell is going-_

_CRACK! CRACK! **FOO-FOOM!**_

Another violent shift struck the car, this time being too much for Jenkins to control. The back tires had suffered the same fate as those in the front, it seemed. The vehicle swerved again, sending Hammerhead out of his seat and onto the car floor. He looked up just in time to see that they were headed for an alleyway.

_This is going to hurt._

Whatever it was the the car hit, be it wall or dumpster, it stopped them cold. Hammerhead was slammed hard against the back of the driver's seat, then flung back into the fine leather of the back. The man winced as he discovered that the smooth, soft leather was not at all good at cushioning the impact.

_Ow._

A moment passed and Hammerhead realized that he was still alive. Aching all over with what was possibly a broken arm, but alive. He inched his way out of the heap he had been thrown into, wincing as pain shot through his shoulder, tasting copper. The car alarm was blaring but fading, the vehicle slowly dying. Jenkins was hunched over the steering wheel, blood trickling down her forehead. She had taken the brunt of the impact and it showed. Hammerhead moved to check her pulse, when he noticed movement through the cracked passenger window.

_What-_

The window shattered, tiny shards pelting the roughed-up mob boss.

"Miss me, Hamster?" A familiar voice hissed at him.

_Oh, no. Not **her**._

Hammerhead frowned, looking up into the pale face of one angry mob princess. He spat blood and put on the kind of smile he reserved just for her.

"Sable," He greeted with all the indifference he could summon. He was not the kind of man to show fear or weakness. "You seem upset."

Silver Sable, otherwise known as Sable Manfredi, scowled at him, her custom rifle aimed directly at his face. She was in full battle-dress, white kevlar plating covering her chest, arms, and thighs. War paint, also white, adorned her cheeks. If she wasn't trying to kill him, Hammerhead would have found her to be stunning.

"Figured that out all by yourself? Most impressive." She gripped the rifle tight, Hammerhead eyeing the finger she had wrapped around the trigger.

Keeping an even expression, Hammerhead shifted in his seat, using the action of turning to face her as a cover for reaching for the handgun he kept between the seat and the door. _Slowly, but surely. Got to keep her distracted._

"Is there a reason in particular that drove you to trash my ride?"

Jenkins stirred, groaning in pain. "S-Sir?"

"_Quiet!_" Sable barked, shifted her aim from the mob boss to his driver. Hammerhead reached back and gripped what he hoped to God was the hidden pistol... but froze as Sable whipped the barrel of the rifle back to him, her eyes wild and angry. The man could swear his heart was trying to escape his rib-cage. "Don't you play dumb, Hammy. That night at the opera, everything went to hell because of _you_! _You_ sabotaged the meeting, turned it into a brawl. Now my father is back in chains, rotting with Octopus, Vulture and all the rest of them! All because you thought you could play chess master!"

Hammerhead forced a grin. "So, you're doing this for dad, huh? Little Sable always was a daddy's girl."

"_SHUT UP!_" She shrieked. "My father might never be free again! Because of _you!_"

The crime lord shrugged. "Prison and death. Those are the risk people like us take, sweetheart."

"And you gambled with the latter." Sable's lips twitched into a cruel smile. She aimed for Hammerhead's eyes. "I'm truly sorry, Hamster, but it seems you lost that bet."

"Come on, gorgeous," He rumbled, grinning like the way he did before, when she was just a pretty girl whose father he worked for. On the inside, however, Hammerhead was thinking fast, ignoring pain and other worries to focus on the matter that was pointing a gun at his face. "You can think bigger than this."

Sable's smile faltered, her grip visibly relaxing for all of one second. She sneered at him. "Don't think for a second that you can sweet talk your way out of this."

Hammerhead held up a hand, playing up a surrender. "I'm just saying, beautiful, you never were one to settle."

When a few seconds passed and Hammerhead found he hadn't been perforated, he pressed on. "You're a smart girl. You know I'm not the only one to blame for what happened that night. Hell, most of the credit for that mess on Valentine's day doesn't even go to me."

"Who else was there besides _you?_" She accused.

Hammerhead smiled. "The Goblin had a hand in it, for one. And Spider-Man. One of them's dead, I'm sure you've heard. All that's left is the web-head."

Sable cocked a brow, her eyes less the epitome of fury and more thoughtful. "Spider-Man." She repeated, frowning.

Hammerhead had her. "He's the one who took daddy out, left him for the pigs to slap some cuffs on. Silvermane is in prison because of the Spider, girl. You want to string anyone up by their guts? Then you want the Spider."

The woman in white was silent for a time, her face like a statue, emotionless and frozen. Her eyes remained locked with his, studying, searching for deceit.

Then she smiled, warm and genuine.

"Noted, Hamster. Thanks for the tip," She said gratefully, cocking the rifle. "I'm still going to kill you."

It was divine intervention, Hammerhead decided, that saved his life that night in the alley. A deep voice boomed, resounding off the grimy brick walls.

"_FREEZE!_"

The police had arrived. Never had a crime lord been more grateful for the quick response of the men and women in blue. Hammerhead and Sable both turned to see some half a dozen of New York's finest standing at the end of the narrow path, all with their weapons drawn... All aimed at Silver Sable.

"Drop the weapon and put your hands above your head!" One man ordered, glaring behind his pistol.

"_Now!_" Barked another cop.

The glare Sable responded with was so full of hate and anger, Hammerhead was inclined to believe that looks could in fact kill. She turned her hateful eyes back on her intended target.

"This isn't over." She seethed.

"I'm sure." Hammerhead curtly replied.

A quick flick of her wrist followed, the woman in white sending a small marble-sized object at the feet of the police. It popped as it struck the pavement, a cloud of dense smoke erupting into the air. A white cloud expanding in all directions, thick and blinding.

The police were sent into a coughing, angry fit, half of the men booking it down the alley in hopes that Silver Sable was not so fast wearing all that plating. The other half began tending to the crashed vehicle and the occupants inside of it.

Jenkins coughed, once more making it known that she was still alive. "S-sir, are you alright?"

Hammerhead's ears were ringing, his arm possibly broken, and his eyes were watering from the smoke. But he was alive.

"Peachy," He said, fighting back a violent cough. He spat a mix of blood and phlegm. The police outside the vehicle assured him that they would get him out soon. "I think it's time to invest in bullet-proof tires and glass. And maybe some- _coff!_ Maybe some armored plating."

**]|||[**

"You've got to be kidding me!"

Peter Parker was not a happy man. Gritting his teeth, he tossed the folds of thin paper away, the copy of his employer's newspaper finding a resting spot next to a garbage can. From the crumpled pages, his own picture stared back at him, the friendly neighborhood Spider-Man clinging to a wall as masked men shot at him from below. The words above the picture were bold, black, and large, reading ever so wonderfully as:

**SPIDER-MENACE RETURNS, ALONG WITH CRIME.**

It was lunchtime at M-Cubed, but Peter suddenly found his appetite to be missing. Fists clenched, knuckles white, the normally calm student ignored the curious looks from passing teens. He was beyond caring what they thought of him by now. Especially when the persona he spent so long building up in the eyes of the public was once again being dragged through the mud.

"Spider-Man stopped a bank robbery and he saved the hostages! I was there! And they _still_ managed to blame it on him!" He complained. Beside him, Gwen nodded in understanding, resting a gentle hand on his shoulder. It was almost calming.

"Some people just can't be convinced, Pete. Jameson is one of them." The studious girl reminded him. "Especially after the whole mess with his son."

Peter frowned. _Right. John Jameson. Jolly Jonah still blames the web-head for that. But what else was I supposed to do? Let Colonel Jupiter tear apart midtown? _

As much as he hated to admit it, Peter could understand why Jameson had a itch to tear Spidey down. But to blame the return of gang-related crime on the wall-crawling protector of New York? That was something Peter couldn't just ignore. Little things like "THREAT OR MENACE", Spider-Man could endure those, but how could he just fake a smile and accept money from the man who seemed dead set on ridding the Big Apple of its one super-powered guardian?

"Yeah, but still..." Peter sighed, suddenly very tired. He sat down, shoulders slumping. "This... this is beyond lying." He snatched the copy of the Bugle back up from the ground, eyes scanning the front page story. "I mean, really? '_Spider-Man's return sparks new crime-wave_'? It was _one_ bank! Which Spidey _saved!_ What a load of crap!"

"I know it is," Gwen assured him. "_A lot_ of people know it is."

Peter grimaced, crumpling the newspaper into a ball and tossing it away - for good this time.

"Crime didn't start up again because Spider-Man came back! Spider-Man came back because crime started up again! What's so hard to get about that?" The camel's back wasn't broken yet, but it was getting damn close to it.

Gwen leaned back against the lunch table, eyeing Peter with something that wasn't quite "the look" but made him just as uneasy. Suspicion, perhaps? Peter prayed to whatever God was out there that this was not the case.

"You're really passionate about this Spider-Man thing, aren't you?" Gwen observed, not really asking a question. She smirked then, a wicked glint in her eye. "Does Peter Parker have a bit of a man-crush?"

Peter blinked, half relieved and half irked at the sudden teasing. He flashed the blonde a grin of his own. "You're thinking of Fanboy Thompson, Gwen. And _yes_, I am passionate about this. Spider-Man is a hero. I owe him a lot."

Gwen brushed some hair from her face, deep blue eyes locking with dark brown. "That so?"

"Well, yeah." Peter sat forward, arms resting on his knees. "He put away Uncle Ben's killer. He saved Aunt May. He saved you..."

Peter could not stop that last one from slipping out. Mentally slapping himself, he suddenly found his eyes attracted to anything but Gwen Stacy's angelic face. If he had a mirror, he'd see that his cheeks were as flushed as they would be in the winter. And if he would have found the courage to look up at Gwen, he would see that she was experiencing much of the same.

"Peter..." She spoke softly, reaching out to touch his hand. "That's... that's sweet... but..."

Peter reluctantly pulled away tucking both hands into his coat pockets. "I know, Gwen. I know..."

A moment passed where neither said a word, sitting there side by side, students walking about around them. Their own personal bubble, cut off from the rest of the world.

_Peter and Gwen. Gwen and Peter. We'd do well together. I just wish the world would let us._

Gwen rose from her seat, hastily gathering her books. "I've... I've got to get to class. I-I'll see you later, Pete."

She was gone before Peter could say goodbye.

Once more, Peter Parker was alone.

"Yeah," He muttered. "See you later, Gwen."

**]|||[**

The rest of the school day had been marginally better. It was not much of an improvement, but Parker men learned to take what they could get.

There was no bullying in the halls between classes, and the classes themselves went by like a breeze. But Harry was still angry about the whole "pictures of Spider-Man argument" he and Peter had, so it was the cold-shoulder treatment from him. And that wasn't even touching on how peeved he must have been when he found out Gwen was going out of her way to talk to Peter.

But Peter wasn't about to let any of that drag him down. He was stronger than that. So, Peter made it his mission to be at least a little happy.

For a while, it worked. School ended without a hitch and Peter started on his way home with nary a jock or vapid cheerleader in sight.

Knowing his luck, Peter should have expected what came next.

It was Liz Allan he came across, the gorgeous hispanic girl walking all by her lonesome. No Sally, no Glory, no anyone. Books hugged close to her chest, she was hurrying home with her eyes cast downward, not acknowledging anyone she passed. She hadn't noticed Peter, either.

The feelings of guilt were back, poisonous tendrils sinking deep inside of the young man. He knew he needed to makes thins right with her, but his more rational side warned him to keep his distance.

While his heart insisted on one thing, his mind suggested another.

His heart won.

Before he could stop himself, his legs were moving, carrying him closer and closer until he could reach out and touch her shoulder. So he did. Only then did she notice him.

She turned, her pretty face twisted in confusion as she not-quite registered the presence of Midtown High's King Geek.

"Hey, Liz." Peter greeted, hand rubbing nervously at the back of his neck. He didn't know whether or not it was appropriate to smile, so he found himself contorting his own face into some odd mix between a friendly grin and a more apologetic look. Liz did not look too impressed.

"Peter?" She narrowed her eyes at him. She wasn't shrieking at him to get lost, so Peter counted that itself as a win.

"Look... I know we haven't really... You know..." Peter was astounded at himself. He could fight super-villains on a near-weekly bases, all manner of characters ranging from mutated mob enforcers to alien symbiotes, but he couldn't form a coherent sentence around a girl he dumped. _Way to go, Parker, way to go._

Liz frowned, hardening her gaze. "No, Peter, I don't know. We haven't spoken in a month, remember?"

Peter inwardly winced. That wasn't the best way to start off.

"I know," Peter admitted, finding enough steel in his spine to look the woman he wronged in the eye. "I know I've been less than great to you. I've been meaning to apologize. To _really_ apologize. I, uh... I've treated you horribly, Liz. Even when we were together, I put so many things before you, before us, that our relationship barely qualified as a relationship. I flaked on you, I ignored you..."

"You broke my heart, Petey..." Her voice was soft, quiet and almost wavering. Her eyes had softened as well, but that was not exactly a good thing for Peter. Not when they were showing early signs of tears. Another absurd thought: Peter Parker could fight a murderous mob boss, but couldn't stand the sight of a woman crying.

"I... I know," The young man said, only then starting to feel the weight of his responsibilities press down on his shoulders. "I wanted to apologize for that. I'm sorry, Liz. I wasn't there when you needed me. Not for Valentines Day, not for Mark, not for the school play..."

"I don't _care_ about any of that, Petey!" Liz sniffled, stepping forward, up close and into Peter personal space. He could smell her perfume, sweet and ticklish as it invaded his nostrils. Liz Allan was a beautiful creature, sweet and caring. She deserved far better than what Peter had given her, that he knew. "I know your job is important. I know that you need to support your family. You have your 'responsibilities'. That's what I love about you, Peter. You always do everything you can to help the people you care about."

_"Love", not "Loved"? Oh, boy..._

Peter realized then that Liz Allan was dangerously close.

"Except you," Peter added, fighting off urges - both to run away and to take Liz in his arms. "That's why I'm here, now. That's why I need to apologize to you, Liz. I honored all of my responsibilities except those as a boyfriend. And I'm so, so sorry about that."

Liz looked into his eyes and he into hers. He saw sadness, pain... and love.

Then she kissed him. It was short, but it was certainly a kiss, warm and sweet and definitely sending Peter's heart bouncing around his ribs. He had not been expecting that.

Liz pulled away, dainty fingers curled into the collar of his jacket, holding him close. She had her head tucked close to the crook of his neck, not meeting his eyes.

"Oh, Peter..." She whispered, both she and him oblivious to world moving around them. "I know that you and Gwen... I just thought that maybe you could have forgotten about her, just a little. That you could focus on what was right in front of you. But you never did."

There was a pain that Peter felt, so intense in his mind that he could have sworn it was physical. Guilt, in force. He smiled sadly.

"I get all A's, but I never was all that smart."

Liz laughed, but it was weak and hollow. She pulled away completely, releasing Peter from her embrace. Wiping tears from her flushed cheeks and with her mascara running something fierce, she still looked beautiful. She didn't seem angry anymore and Peter hoped that the two of them had gotten someplace better than bitter resentment.

She gave him a ghost of a smile, tightly hugging her books. "Peter... I accept your apology. But I don't know if I can forgive you. Not yet anyway."

Peter returned her smile with a grin of his own, eyes hopeful and understanding. "I don't expect you to. But I can wait. I'm good at waiting. Maybe someday we can be friends again."

Liz snorted, as if the idea was as absurd as pigs flying. "I don't know about that either, Parker."

"Liz..."

She held up a hand, shushing him. She sniffed, looking away to keep him from seeing the tears. "You wanted to talk. We've talked. Now, Peter, you let a girl have her space."

Peter nodded, not questioning her further. They locked eyes only once more, before turning and heading down their own paths.

The young man put himself on autopilot, hands stuffed in his pockets, eyes cast down at the pavement as he strode forward.

_That went about as expected, maybe a little better. I tried, that's what counts. And I'll try again. Until things between me and Liz are at the very least lukewarm. A Parker doesn't quit, no matter the odds._

The sun was beginning to set, Peter noted. With the sky darkening above, Peter hurried home. There were other women in his life that needed his attention.

**]|||[**

By all rights Gwen Stacy should have been happy. She had good grades, a loving - if overprotective - father, she was finally beginning to shed the "geekette" image that shadowed her throughout junior high... And she had a boyfriend. A nice, friendly and rich boyfriend. The brainy beauty knew for certain that there were at least half a dozen other girls who would kill to have what she had.

So why wasn't she happy?

Gwen's footfalls were light but brisk, her slender legs quickly carrying her through the near empty halls of M-Cubed High. Her books she hugged close to her chest, a habit she had yet to shed despite the fact that she owned a perfectly good backpack. Perhaps it was to keep her hands occupied and not constantly reaching down to tug at the hem of her skirt.

She never liked skirts for they always felt far too short. They had been Mary Jane's idea, a part of her makeover. Gone was her wild hair, her orange hoodie, her baggy pants. She often found herself trying to rearrange glasses that were no longer there. Now her hair was brushed smooth as silk, her glasses replaced by contacts to show off her dazzling blue eyes. Now, she looked like a "woman".

It felt like she was wearing someone else's skin.

Around Harry, it was much of the same. Her... _boyfriend_ was in a bad place and she needed to get him someplace better. It would be a lie to say that Gwen Stacy didn't worry for the inheritor of OsCorp. He was drifting away, slowly but surely, diving into work and missing classes. Just this morning, Harry had not shown up for Mr. Warren's class. It was a touchy situation, delicate for certain. There was an anger inside of him, almost as much as there was sadness. Getting back the Harry she knew was not something that could be forced.

She needed to be tactful, to be the girlfriend and the stability that Harry needed - even if that meant putting on a mask and becoming someone else. Even if that meant putting aside her own happiness.

_...And Peter's._

While Gwen thoughts went to one of the boys in her life, she failed to notice the other right in front of her. She squeaked as she mindlessly collided with none other than Harry Osborn, her books nearly slipping from her arms as she stumbled back a step.

"Woah, there!" Harry exclaimed, holding her steady by the shoulders. "Gwen, I'm so sorry! I didn't even see you there!"

Gwen found her balance, blowing some rogue strands of hair out of her face. "Oh," She said absently. "Harry, hi. I-I didn't catch you first period. Where were you?"

"I, uh... I ran late again." He told her, seemingly regretful. "I had some business with Mr. Menken over some of the tech my father used..." He frowned, wincing as if in pain. "That he was using that night with Spider-Man. Not... Not much was recovered from the wreck, barely enough to salvage... literally nothing to bury..."

"Harry..."

The son of Norman Osborn shook his head, waving her off. "OsCorp still has the original schematics, though. At least we can rebuild the TechFlight Glider."

Gwen pursed her lips. "That's a good thing, right?"

"In a way," Harry answered, leaning against the row of lockers. "When the Glider got stolen last year, OsCorp stocks took a dip for a while. Investor panic, you know? The Board has managed to get some of their trust back with tighter security measures, but now that we can actually replace some of the stolen tech, we might just get their faith back as well."

Gwen smiled, trying for warm and reassuring. "That actually sounds great, Har! I'm happy for you!" She hugged him, smelling what was most likely very expensive cologne. Pulling away, she made sure to look him in the eyes. "Are... Are you doing better, though?"

"A little," Harry said, rubbing the stubble that was starting to form on his chin. He looked tired more than anything else. "It's nice when something works out for you. And it's better when I have someone like you to keep me sane."

Gwen felt her cheeks grow warm. "Harry..."

"It's true, Gwen. You were there for me when I was... when I got low..."

"And I always will be," She reminded him. "Me and Peter."

Something flickered in Harry's eyes, but it was only for an instant. "Right," He said, his tone even. "Peter..."

Gwen frowned, stepping away to give her boyfriend the "Look". "You're not still mad at him, are you? It's been days since-"

"I'm not mad," Harry interrupted. "I never was. Not at Peter, at least."

"Then why have you been avoiding him?" She questioned him, suddenly resenting the fact that she could not put her hands on her hips to complete the "Look".

"I guess I'm just embarrassed," He admitted, sighing. "Or prideful. Maybe both. I'll... I'll talk with Pete soon, okay?"

Gwen allowed a smile to creep up. _The "Look" never fails..._

"Good. You guys have been friends since before you even met me. Don't throw all that away just because of a little argument."

Harry grinned back. "I won't. Promise. Me and Pete, we're the guys who stick together through thick and thin. I just... I just wish he didn't have to take pictures of... of _him_..."

"Harry..."

He shushed her. "I know what you're going to say. Don't. You're not going to change my mind about _him_. He knew what Globulin Green does to people, how it messes with your head and makes you do things you normally wouldn't. He knew and he killed my dad anyway. I can't forget that, Gwen. I won't forget that."

Before she knew what was happening, Harry stepped forward and kissed her. It was not forceful, nor was it deep. Simply unexpected. A chaste kiss on the lips. Nevertheless, Gwen froze, her spine stiff as a board. Harry's lips were soft and warm, but... but it felt alien. There was no sense of weightlessness, that feeling of like she was on a mountaintop. Nothing like it was with Peter...

Harry pulled away, his breath hot on her skin. "I don't know what I'd do without you, Gwen." He said, voice low. It was the same thing he had told her at his father's funeral.

It was then that Gwen felt immense guilt. Thinking of one man while another holds you? It was... not right. She couldn't look Harry in the eyes.

"I'll see you tomorrow, okay? I won't be late this time. And this weekend you and I will go out on the town, have some fun. I promise." He sounded so fervent, it was a wonder why Gwen wasn't swooning. But all the blonde felt was remorse. She could never be the girl he deserved, not really.

"Okay," She said quietly, suddenly the short, mousy girl she was only a year ago. She could feel Harry smile against her cheek.

She hugged her boyfriend with as much affection as she could muster up, silently praying that there would come a time when Harry wouldn't need her.

...All the while, Harry was silently plotting the exact opposite.

**]|||[**

The moon and stars lit up the night sky, glittering just as bright as the forest of towers below them. New York City was a metropolis, sprawling for miles in every direction. And somewhere in the midst of it all was the Spider.

Sable Manfredi sat on her elevated perch, still as the dead, her eyes scanning the skyline. She watched, she waited, teeth clenched. She would find the bug, find him and kill him, make an example of he who would dare stand against Silvio and Sable Manfredi. And Hammerhead, in time he would pay his dues as well.

Far below, cars and people passed by, unaware of the woman in white crouched on the ledge above them. Sable threw them a glance, watching them scurry about like rats. She frowned. Soon their precious hero would be a smear on the heel of her boot and they would have to deal with her. New York would belong to Manfredi again, Sable knew it in her gut. She would crush the Spider and make daddy proud.

The sound of static cut through her thoughts, followed by a voice in her ear.

_"Spider-Man spotted just off 39th street, heading south."_

Sable was a little surprised when she discovered just how many men were still loyal to Silvermane, going so far as to follow his daughter's lead. Father had taught her well, however, as to not look a gift horse in the mouth. If she had extra manpower to exterminate New York's spectacular spider-pest, she was damn well going to use it. Eyes all across Midtown and Uptown, watching and waiting for the man in blue and red to swing his way into view.

_The itsy, bitsy Spider-Man is about to get washed away in his own blood._

Silver Sable smirked, one hand going to her earpiece while the other gripped the handle of her grapple gun. "Good. Thank you."

The woman in white stood, balancing on the very edge of her perch. She aimed the grapple high. More static, followed by the voice again.

_"Do you require back-up?"_ The man asked.

**_PFFFFT!_**

The grapple shot up towards the stars, arcing down as it approached the tower across the street.

"Negative," Answered Silver Sable, smiling as she felt the rope snap tight. "Remain on stand-by, but ready my air support. I'll crush this bug myself."

**]|||[**

Things were quiet, but Spider-Man knew that the peace wouldn't last long. Not with the recent bank robbery. Sure, he stopped them cold, but that didn't mean that the rest of New York's worst weren't going to get a little cocky.

Swinging from building to building, the friendly, neighborhood vigilante felt tense. An odd feeling when webslinging had become almost second nature to him. The height didn't bother him, not since the spider bite made his senses near perfect. No, it was the less dangerous things that were getting to him.

Aunt May, bless her caring heart, was still back at home, probably working on her new cook book or something else that was just as grandmotherly - or "auntly". She had no clue as to what her favorite and only nephew was doing, completely unaware that he snuck away the moment he retreated to bed. Peter hated leaving her alone, especially after the heart attack. And he hated not telling her about his nightly activities. But what good would that do? She would only worry for him, something he feared her heart wouldn't be able to take.

And she wasn't the only woman in his life that was driving him up the wall. Gwen, Liz, even Sally. Each adding more weight on his shoulders in their own special way. Gwen, who held his heart in her hands. Sally, who wanted to crush his heart in her hands. And Liz, whose heart he broke with his negligence.

_I get bitten by a genetically engineered super-spider and fight the worst New York has to offer and I still have to deal with problems like this. I don't know whether that's funny or sad._

Spider-Man couldn't think about them, not now. They were Peter Parker's problems. Spider-Man, on the other hand, had to deal with the coming gang war.

Goblin was dead, Silvermane and Doc Ock were behind bars, Tombstone was out of commission, and still the underworld thrived. It felt hopeless, futile to try and clean up the city. Especially when it was proven that there would always be men willing to stand on a mountain of corpses to grab power-

**_BRRRRRRRRIIIIIINNNNGGG!_**

The spider-sense erupted in the back of his mind the same moment the alarm sounded. Spider-Man was in mid swing, just starting to arc up into the air when his nerves went into spider-mode. He looked here, there, eyes twitching in every direction to center on the source of the alarm. Then he found it.

In front of him, down the street and to the right. The penthouse of a very familiar tower. Tombstone's tower. classy, sparkling and elegant. Everything the Big Man was not. And someone was robbing it.

_First his bank, now they're literally moving in on his home turf. Either Hammerhead is getting desperate or someone's got a death wish._

_**Thwip!**_

Spider-Man swung forth with purpose, gripping the thread of webbing tight. Normally, Spidey would love little encounters like this. Just a common crook to web up for the cops. Maybe leave his calling card. But now? Spider-Man was perhaps a little bit angry. Crime was coming back to New York, in full bloody swing. And_ this_... this was the start of a war.

The web-head needed to crack down.

Spider-Man slipped through the window he had used many times before, the one right beside L. Thompson Lincoln's desk. Ever the feather-footed, Spidey landed silently, crouched low to the ground and ready to pounce any crook who stood before him. He slinked about, keeping his breathing light and shallow, eyes and ears ready to pick up any little-

Movement, he could sense it. Through the doors to the office, down the hall. He followed his gut and headed for the hallway. The door was already ajar. He gently pushed it open and stepped out into the hall, eyes catching the light coming from a room one door down.

More slinking, this time along the ceiling, Spider-Man living up to his namesake as he stuck to the surface by his hands and feet. He peaked into the room with the lights on getting an eyeful of one white-haired, spandex-clad thief.

Black Cat was crouched before a large, electronic safe, her head obscuring Spidey from seeing just what she was tinkering with to get it open.

For a moment, Spider-Man simply watched her work, enjoying the view her position afforded him - she was wearing _very_ tight spandex, after all. Then, being the ever lovable arachnid-based vigilante he was, the Spider spoke up, loud and clear and very unexpected.

"You know, I've always liked cats."

Black Cat jumped, whirling around the instant his voice struck her ears. Eyes comically wide, much like the crooks he had dealt with at the bank, Cat looked rather like the kittens one would see on the internet, somewhat adorable, almost innocent, and always funny.

"I can't say the same for Tombstone when he finds out a feisty feline is filching his... what, are you swiping his knick-knacks or something?" Spidey continued, jovial as he made sure to be. "Everyone wants a piece of the Big Man now, huh? First Hammerhead, now you."

To her credit, it did not take long for Black Cat to register the situation. Spider-Man was here and she was caught red-handed.

The buxom burglar scowled at the wall-crawler, putting distance between herself and the crime-fighter.

"_You!_"

"Yeah, me." Spidey dropped from the ceiling, landing on his feet. "Now, I mean this in a totally non-threatening way, but curiosity is not a safe trait for a cat to have, especially in this part of town. But, I suppose a girl's got to eat, right?"

It was clear that Black Cat had no appreciation for the wall-crawler's flippant attitude when she lunged for him, sharp metal claws in hand. But as fast as Cat was, the Spider was faster.

"Woah there, Kitty!" Spidey cried, leaning back as Black Cat's new accessories sliced through empty air inches in front of his chest. "I'm not here to fight!"

Cat lunged again, striking nothing but the wall. Seething with rage, she yanked the claws free, tearing some plaster out with them.

_Someone's angry_, Spidey thought as he found a safe haven back on the ceiling, too high for the cat burglar to reach.

"That's too damn bad, Spider." Black Cat growled, clenching the modified brass-knuckles in her fists. "Don't think for a second that I've forgotten what you did to my family."

_Right. The whole prison thing. Walter Hardy is still incarcerated. And she blames me._

Where Peter had once felt guilt, he now felt anger. Cat was a sweet girl, he assumed, as far as thieves went. But her father... That man would get no sympathy from him.

"And don't think I forgot what Walter Hardy did to the Parkers," He shot back. "Your dad is a murderer, Cat. I couldn't let him walk free. I could _never_ let him walk free."

Black Cat gave a mirthless laugh, pointing at him, accusing him, with her claws. "That's rich coming from_ you_, Goblin-Killer!"

Peter scowled at the woman through his mask. "That's different!" He shouted, his arm shooting out to web her hands to the wall behind her. Black Cat cried out in shock as the webbing snared her, trapping her in place. She cursed, struggling against the sticky binding. Spidey dropped back to the floor, getting close to look the Cat in the eyes. He didn't know why he was doing it. Maybe it was to convince her, to convince _someone_, that he wasn't a killer.

"I was fighting for my life! I never meant for anyone to get! It was an _accident!_"

Black Cat opened her mouth to bite back a response, but she was interrupted by something.

Namely, an explosion.

**_BOOOM! CRASHHHH!_**

The far wall of the room erupted towards the bickering duo, plaster, brick, and glass spraying across the floor in a ball of smoke and flame. Spider-Man was thrown as was Black Cat, both skin-tight suit enthusiasts being flung about like rag dolls. Black Cat was lucky, for she was simply thrown into a wall.

Spidey was sent into a file cabinet. An great, big metal one that looked like it filled with binders and the like. The worst kind.

_Ow._

Throbbing pain aside, Spidey counted himself fortunate. At least he had not been turned into the Spectacular Spider-Fillet by the flying shards of glass.

Groaning, the web-head forced himself onto his hands and knees, his vision coming back into focus. He looked to where the explosion had come from, barely able to make out the new gaping hole where the wall had once been. Through the whole, Spidey saw lights, glittering in the distance. The lights from other buildings, like the ones from across the street. Sheets of paper were going rogue fluttering in the breeze. The breeze...

Then he heard it: car horns. The bustling sound of people and traffic.

The hole lead to open air... and a fifty story drop.

_What the hell..._

"Never meant for anyone to get hurt? That's funny" A new voice said, low and feminine and menacing. "Because tonight, Spider-Man, all I mean to do is make you _suffer_."

The smoke in the room was dark and dense, stinging Spidey's eyes even through the mask. Ears ringing, his whole body aching, the web-head forced himself to stand. Slowly, slowly, his vision returned to its super-powered 20/20 setting. He saw a woman in the dust cloud, her slim figure poised to strike. She had white hair, long and flowing.

"Cat?" He croaked.

The woman stepped forth, her purple eyes boring into his. They saw him and they hated. She had a rifle in her hands, a beast of a gun that seemed far too heavy for someone like her. She cocked it, barrel aimed right at his face.

_No. Not Black Cat. _

**_Worse._**

"Silver Sable?" Spidey stepped back, inching himself closer to the wall. To his right, there was a black and white blur. The beautiful burglar booked for the gaping entrance Sable had just created, very clearly not in the mood to deal with _two_ costumed creatures of the night. Without a word, Black Cat leapt out the hole and into the night. "Cat, wait! Aw, crap..."

Now it was just him and one very angry lady with a gun.

"I hope you made your peace with God, bug! You'll be meeting him soon!" She snarled. The ringing sensation came back in force. The Spider-Sense. Time slowed and he could see everything. He saw the plaster ready to crack away and fall from the ceiling. He saw the dust beginning to settle just out of the corner of his eye. He saw Sable's fingers begin to squeeze the trigger on her very deadly-looking weapon. _CRACK! CRACK!_ Peter launched himself upwards on instinct. He settled onto the ceiling just as two large staple-like projectiles came hurtling through the spot he had once been in, sinking into the wall.

**_Thunk, thunk!_**

Spider-Man hopped over to the hole in the wall, leaving Silver Sable whipping her head around, trying to figure out where he had gone.

"Am I missing something, here?" He asked innocently. Sable whirled around, gun at the ready. "You know, besides a sign on my back that reads 'come kill me'? I get Cat, but what's _your_ beef with me?"

"Valentine's Day!" She snarled. Peter winced at the pure hatred in her voice. "If it weren't for you, my father would be a free man! He wouldn't be rotting in the vault with the common scum!"

Spider-Man tilted his head to the side, blinking behind the mask. "Well... this sure does sound familiar. Is every villainess in this town a daddy's girl?"

She shot at him again. Spidey dodged by flying - or more specifically, falling - out of the convenient gaping hole. He latched onto the side of the building, stopping his descent cold. There he hung, dangling fifty stories over a busy street with a woman scorned trying to skin him alive with her giant staple-gun. In all honesty, this was not the worst Wednesday night he had experienced.

_**Thwip! **_

Spidey's way out of this mess was up, not down. He couldn't let a fight with Sable carry into the busy streets of New York. So, he climbed. Or rather, he swung. The familiar sound of a grapple gun being discharged filled his ears. She was going to follow him, as he had guessed.

She reached the rooftop a little after he did. She was fast, he had to give her that.

_CRACK! CRACK! CRACK!_

And she was shooting at him again. How fun. Spidey, as usual dodged them with ease, but that only made her redouble her efforts to perforate him. The staple projectiles clanged as they struck the metal, ricocheting off into the air. More shots came, growing in frequency.

"Silvermane would have ruled this city," She spat, firing off wildly in a vain attempt to score a lucky shot. "He would have taken back everything that was his. Everything that was _ours!_"

_CRACK! CRACK!_

The Webslinger was living up to his namesake, swinging his way around her, using his agility and spider-sense to duck and weave around giant, pointy staple-bullets. This was easier than he believed it was going to be. Sable was emotional and she was fighting angry. While there were some people who could channel their anger into their skill and efforts, Sable was letting it drag her down. She was not focused and thus her attempts at vengeance were laughable at best. Spider-Man figured he would just duck, dive and dodge before she ran out of ammo.

_...Or until I run out of web._

Well, that's debatable." He called out to her. She responded by shooting at him. Surprise, surprise. "I doubt that Manhattan was his in any way, shape or form. A few buildings, warehouses maybe, but the whole island? Wait, let me guess. He promised you Times Square for your birthday?"

If Spidey thought that Sable was angry before...

"Shut up and **_DIE_**!" She may as well have been spitting fire. Her gun was spewing bullets like a mother hubbard, so there was that at least.

_CRACKCRACKCRACKCRACKCRACKCRACK!_

_Staples, staples everywhere. If this hero thing doesn't work out, maybe I could get myself a job in the circus. They still have circuses, right?_

"I'd rather not," The Web-head taunted, hopping here, hopping there, hopping everywhere but the spot Sable wanted him to be at. "Talking is sort of my whole thing, you know, and dying sort of_ isn't_."

Finally, after a hail of gunfire and probably the most stretching Peter would ever get out of the hero gig, the rifle in Sable's hands went 'click'.

Spidey took his chance.

**_Thwip!_**

The first stream of webbing snatched the gun from her hands.

**_Thwip!_**

The second hit her square in the chest, knocking her flat on her back.

**_Thwip! Thwip!_**

And those were the ones that got her arms and legs. Cursing up a storm, the human cocoon squirmed on the ground, trying in vain to escape her synthetic prison.

Spider-Man could not help but saunter his way over, the skip in his step a side-effect of winning. He knelt down, hands on his knees. She spat at him. "Don't worry about being left up here. The hole you blasted in Tombstone's wall - I'm sure he'll just love that by the way. I hear he's been planning to renovate - no doubt set off some sort of silent alarm. And if it didn't, your whole shoot em' up fiasco surely got someone's attention. I'll let the police know your up here. Just sit tight."

Silver Sable did not find the situation quite as humorous as he did. She let him know that, very vocally.

"I'll kill you, you bastard! Do you hear me? I'll **crush** you!"

Spider-Man was already making his way to the edge of the rooftop. "Like I haven't heard that before!"

**_Thwip! _**

That one took him up into the air. Not the best way to spend a Wednesday night, to be sure.

_Just how many women in this city want my head?_

**]|||[**

The woman on the roof squirmed and struggled, shrieking angrily into the night. The man who had left her in such a sorry state had already left. Black Cat watched him leave, ever so chipper and jovial, so infuriatingly perky and glib. The Feline found herself scowling at the thought of him. Teeth clenched tight, hands curled into fists, she watched and waited, silently eyeing the woman known as Silver Sable.

When the woman in white appeared to start cutting her way out of the webbing that bound her, Cat smirked. _More resourceful than I thought. Maybe... Maybe it might not be such a bad idea if..._

The Cat quietly slipped down from her perch, slinking her way over to the other woman. By the time she reached her, Sable had already cut herself free. The armored lady ran to the edge of the building where the Spider had jumped from, eyes scanning the towers, searching for any sign of her prey.

"Damn it!" She angrily pushed away from the railing, one hand running through her mussed up hair. She still had not noticed that she had company. But then she turned.

Sable locked eyes with the Cat, glaring.

"What the hell do you want?" She sneered.

Black Cat held up her hands, a mock surrender. "Easy there, Xena. I come in peace." She crossed her arms, giving the huntress a once over. "Rough night?"

Sable shook her head and turned away. "Leave me alone."

Cat frowned at the dismissal. Normally, people didn't ignore her like this. But then again, normally she dealt with men. Ever determined, Black Cat pressed on.

"I take it the Spectacular Spider-Schmuck isn't your most favorite person in the world?"

Sable scoffed, giving Cat a look. "Gee, whatever gave you that idea? Was it the rifle? Or was it my idiotic, time-wasting motive-rant? I'm gonna go with the rifle."

It wasn't being blown off, at least. Cat decided to run with it. "You weren't exactly subtle, I'll tell you that." She replied, smirking.

Sable rolled her eyes. "This is coming from Miss Dipping-Neckline and Tight-Spandex."

_Witch with a capital 'B'. Alright then, sister. We'll play it your way._

Cat made an indignant noise. She uncrossed her arms, presenting herself. "I'll have you know that this suit allows me to take advantage of my flexibility. Can you imagine doing what I do in leather? Or kevlar? Yikes."

"I have a hard enough time believing that you do what you do when you have _those_." Sable shot back, gesturing just lower than Cat's neck.

Black Cat glanced down to where she was pointing before quickly crossing her arms over her chest again. She scowled at the other woman.

"_They act as a **ballast**_," The Felonious Feline hissed. The thief huffed, composing herself quickly. "What, are you jealous?"

Silver Sable did not answer. She regarded the woman across from her for just a moment.

"Is there a reason you're still here? I thought you booked when I made my dynamic entrance."

"Well..." Cat started, only just the slightest bit hesitant. "I was going to circle back around to try and get my mark before the place got swarmed with cops. The Spider never stays for long, boy scout always has a damsel to save, the whole hero thing. Alas, that plan has been turned to dust. But, as the saying goes, when one door closes, another opens."

"And what does that mean in this case?" Sable questioned, eyeing the Cat warily.

The Cat gave the other woman a smile, wide and white. Cheshire would have been proud.

"I think..." Felicia Hardy began, stepping closer. "That you and I might have something in common regarding our feelings towards one notorious wall-crawler."

Sable cocked a brow, but didn't move away.

"My father rots in prison because of him. And I mean to make him rot for that." Cat said with finality.

There was a silence between the two women, a moment where they allowed the situation to settle in their minds.

A common goal.

A common enemy.

"Something in common, indeed." Sable extended her hand, a gesture of allegiance rather than peace. "I think you and I will get along just fine."

Black Cat grinned wickedly, but her eyes... her eyes held anger, burning furiously.

_Hell hath no fury..._

**]|||[**

Morning came, bright and only slightly warm. "Perfectly spring", as Uncle Ben would say. Peter wished he had the man's unwavering cheer.

Last night hadn't gone so hot. Sure, Spidey stopped Black Cat from doing something incredibly stupid like swiping whatever from Tombstone, but it was clear that the slinky, sexy burglar hated the web-head's guts.

_Hates my guts and probably wants to strangle me with them, too. And then there's Silver Sable. That's, what, **three** women who want me lynched? Four, if I count Sally, but she's always hated me._

Peter stalked through the crowded halls of M-Cubed, eyes looking ahead but not seeing. He was on auto-pilot, his legs carrying a body and mind that were miles away. He thought of Black Cat, the girl whose father he put away in prison. Whose father murdered Uncle Ben. He thought of Silver Sable, the other girl whose father he put away in prison. He thought of Liz Allan, the girl whose brother he put away in prison. The girl he dumped.

_God, when I put it all out there at the same time, I sound like a real ass. Why do I go about calling myself a hero when all I do is hurt the people closest to me?_

The young man was resolved then and there. He needed to mend the ties he cut, to rebuild the bridges he burned. He didn't know how or why things had gotten so derailed in his life, so out of control and so... so _wrong_. What he did know was that he needed to make things right again. A long process, he knew. Slow as well. And sure to be painful in some parts. But Peter Parker had conviction.

_Ben and May didn't raise a quitter._

He would start with Liz Allan. He apologized once but that worked little in his favor. He would follow his plan and apologize again. And again.

_Until things between me and Liz are at the very least lukewarm. Now, if only I can find her..._

The dark-haired beauty was frustratingly elusive, Peter found. He only really saw her during first period, but he couldn't really talk to her. Class sort of got in the way of that. Afterwards was no better. Liz hurried herself out the door before Peter could even get close and his attempts to follow her were deterred by very, very fierce glares from Sally and Glory. It was as if the girl was actively avoiding him...

_On second thought, that might be exactly what's going on. Damn. _

Lunchtime came at a snail's pace after that particular realization. Peter found he was not very hungry - and he was usually very hungry, what with his spider powers coming with a huge appetite. He sat alone, slumped over a lunch table. Truly a sad sight to anyone who could stomach looking in the King-Geek's direction.

"Keep up with the long face and it'll stay that way." Came a sweet voice. Even in his sorry state, Peter managed a smile at the arrival of his visitor.

Gwen sat across from him, the very symbol of everything good in Peter's life. Bright blue eyes, angelic face, so very beautiful... Peter snapped himself out of it just in time to stutter out a response.

"H-hey, Gwen." He sat up straighter, suddenly aware that slouching was bad manners. "I'm just going to go out and assume that your day has been better than mine."

"That bad?" Gwen winced, her cute little nose crinkling.

Peter shrugged, the very picture of hapless. "I've been trying to patch things up with Liz but she won't even look at me."

Gwen blinked, the look in her eyes shifting from supportive to... sad?

"Oh," She said, her voice quite. "Patch things up?"

Peter sat even straighter. _Crap._

"Not like- I'm not trying to get back together with her, Gwen." He clarified, shaking his head furiously. When he saw relief wash over Gwen's face, he felt much of the same. "I'm trying to smooth things over, that's all. Liz is someone I'd rather not lose as a friend."

Gwen smiled, suddenly more interested in her lap than Peter - though, that may have been just to keep him from seeing her blush. It did not work, he noted.

"That's... that's very sweet of you, Peter." Gwen bit her lip, a guilty look in her eyes. Guilty and Remorseful. "I know it's tough right now. Between the two of us. Harry... he's in a bad place right now. I've got to help him through it. We've got to help him through it. That's what friends do."

Peter nodded. "I know."

Gwen reached out and placed a hand over his. _Such small hands. Soft and warm. _

"We need to get him out of the hole he's in, get him stable. And then..."

"And then..." Peter repeated, hopeful. "You and me..."

Gwen smiled. "You and me," She affirmed. "Together. You know how I feel about you..."

Peter curled his fingers around hers, smiling back. "And you know how I feel about you..."

"I know it's a lot to ask of you, Peter, but please don't give up on me."

"Never," The young man shook his head. "Not in a million years."

Gwen Stacy could not hide the following blush even if she tried.

"Stop..." She looked away, so adorably bashful Peter was sure his heart would give out. She didn't let go of his hand, he noted with a smile. "You charmer."

Peter's grin grew. "It's the Parker appeal," He teased.

She looked into his eyes and he into hers. For a moment, one perfect moment, it was just the two of them. The rest of the world didn't matter in the slightest. The island of Manhattan, the rise in crime, the likes of Sally and Kong, Harry and his stupid, dead father, none of them mattered. None of them came close to Gwen. Peter could have sworn she was leaning forward, just as entranced as he was. He began to do the same.

Then the bell rang.

It cut through their bubble, more a sledge hammer than a needle. Gwen blinked, her back straightening like a rod. Her cheeks were flushed but this time it was from embarrassment. Slowly, reluctantly, she pulled her hand from Peters. She looked away and did not meet his eyes again.

"I... I need to go to class. I have it with Harry..." She murmured, gathering her book-bag. She stood, bag slung over her shoulder, but she hesitated. Not quite looking at Peter, she still faced him.

"Go," Peter said. "I'll be fine."

With a nod, Gwen left him there. Alone. Again.

_I'll be fine._

**]|||[**

School ended. Gwen went off to get ready for her date with Harry. Liz was nowhere to be found.

Peter did the only thing he could do. He went home.

Sitting in his room, he spent about an hour partaking in one of his favorite pastimes: doing absolutely nothing with no one around.

The chair he occupied was one of those swivel-seats, so he did what most teens would do. He spun around, using his legs to keep the chair from slowly. Round and round, over and over again. No reason for doing so. He just had nothing better to do. No available friends to hang out with, all of his homework was done, and Aunt May would know if he wasn't home.

He would have to wait until it was dark to go crime-fighting. May would think he was asleep, safe and sound in his bed.

As if on cue, Aunt May peeked into his room.

"Peter, dear." She spoke sweetly. "I made some banana cream pie. Would you- Oh. I hope I'm not intruding."

Peter stuck his foot out, halting his attempts to be world's first human top. "It's fine Aunt May," He said. "I'm just sitting here, thinking to myself."

Aunt May gave her nephew a funny look, nodding. "Well... alright. There will be pie in the fridge if you ever feel peckish."

She began to close the door when Peter sat forward.

"Actually, Aunt May... Can we talk?" Peter asked, twiddling his thumbs nervously. "I could use some advice. Girl advice."

At that, Aunt May's eyes seemed to light up. The elderly woman smiled, overjoyed partly because her young nephew was opening up to her, and partly because she had something to tease him about later. Peter blamed Uncle Ben for corrupting the sweet lady.

_Well... she seems excited._

"Of course, Peter!" She said happily, taking a seat on his bed. "I'm always here. Remember that, young man. So, what problems are you having? Is it Gwen?"

Peter blinked. "No! Yes! A little bit, but that's not what I'm getting at," He quickly shot back, hoping to high heaven that the kindly old woman could not see his now-rosy cheeks. No, this was not about Gwen. This was about the women who wanted him dead or worse. "Aunt May, what are you supposed to do if a girl seems to hate your guts?"

It was very clear from the look on Aunt May's face that she had not been expected that. "Oh... boy. Well, Peter, that depends. Was there something you did to make this girl dislike you?"

Peter frowned, remembering that day at the Vault, remembering last night, remembering how Black Cat tried to impale him.

_I put her father in prison and wouldn't let her break him out, for one._

"Let's... Let's just say that I made a choice that she wasn't particularly happy about." He told her.

Aunt May nodded, her features softening, her eyes understanding. "Alright. What kind of choice did you make, exactly?"

"I had to choose between her feelings and doing what was right," He admitted with a grimace. "I chose to do what was right."

He looked up from the floor to see Aunt May giving him a small, but proud, smile. She rested a hand on his shoulder. "I understand."

When she saw that her nephew wasn't smiling back, she pursed her lips, the look on her face all but saying, _"that simply will not do"_.

She reached out and lifted his chin up, making him meet her eyes. "Peter, I want you to know that you are a fine young man. But what you need to understand is the right path is never the easiest. They don't call it the high road for nothing. Sometimes, Peter, the right choice is the choice people will hate you for."

"Then why bother? Why make those choices if they get you nothing?"

For once, Peter was glad Uncle Ben was not around. He would not want the old man to hear him say something like... like _that._

"Because someone has to," Aunt May told him firmly. "There has to be at least one person who follows the straight and narrow. Someone to make us honest, keep us noble. Do you understand?"

Slowly, Peter nodded. "I... I understand."

"Good," Aunt May grinned. "Eventually, the others will understand too. It will take some time - it always does - but soon enough they'll see why you made the choices you made."

"But what if they never do? What if they're set on hating you until trumpets sound?" Peter asked, thinking back to how Cat furiously swung at him, her claws slicing through open air, lunging at him with the intent to maim and/or kill.

"Then I suppose you will have to make this girl understand. Take her aside and explain your reasons. If there is anything, anything _at all_, that a girl appreciates in this life, it's a decent man, one of honesty, of integrity. Sooner or later, Peter, Miss Allan will come to understand and maybe appreciate your actions."

Peter gave Aunt May an odd look. "Liz?" He blinked once, twice. The realization set in. "Oh, right... Liz. Of course. Thank you, Aunt May. For the talk and all..."

The woman who all but raised him chuckled warmly, heading towards the bedroom door. She turned and gave her surrogate son a warm smile. "You're welcome, Peter. I'm always here for you, I want you to know that."

Peter smiled back. "I know. Love you."

"Love you, too. And remember, banana cream waiting downstairs."

The door clicked shut. Peter sat in silence... until his stomach growled something fierce.

The cosmic plaything glanced out his bedroom window. The sun was beginning to set. The clock on his nightstand told him it was 7:45 in the PM. He could sneak out now, go on patrol. There were bound to be some petty crooks too cocky for their own good.

His stomach growled again, louder this time.

_Or, maybe I could get a bite to eat before going on my webslinging way. A superhero can't fight crime on an empty belly after all. And Aunt May made some banana cream pie, right..._

He made a decision.

Pie first, then find Black Cat.

_Anyone who says my priorities aren't straight clearly hasn't tried Aunt May's cooking._

**]|||[**

Night in New York city was no different than during the day. It was, after all, the city that never slept. The towers glowed, illuminated from the inside, the streets no different, street lights and cars shining bright against the dark.

A beautiful sight, truly. But Silver Sable paid it no mind. Her eyes watched for something else entirely. Hers and many, many others. All the men she could muster up, their eyes were peeled for one thing and one thing only.

The Spider-Man.

Sable knew he would come out tonight. She knew it. And when he did, she would be there.

_Along with a new friend..._

She was patient. She learned to be patient when she spent years waiting for her father to be released. Compared to that, what were but a few hours waiting for the web-head to show his mask? She clutched her rifle, fingers gripping the cold, heavy metal.

Hammerhead had gone underground, the coward. She spent a good amount of money trying to find him again, turned over stone after stone to little success. The bastard had gone ghost.

But the Spider was always out in the open. He could never escape. It was not in his nature.

She could still catch _him_. Yes, she would catch him and kill him. For father. For the family. Sable smiled at the thought of having the little bug's neck trapped under her boot. She imagines pressing down, down, harder and harder until-

Static erupted in her ear. Her radio...

_"Spider-Man spotted down on Columbus Avenue, heading east."_

Sable raised a finger to her ear piece. "Columbus Avenue? He's headed towards Central Park. Black, do you copy?"

More static. Then the voice of her new friend came through. _"I copy."_

Sable smiled wickedly.

"I hope your claws are sharp."

**]|||[**

Spider-Man always loved Central Park. An oasis of green beauty contained within the sprawling metropolis. Sure, the trees weren't that all and they weren't much help for swinging around on webs, but he could still hop from branch to branch like a monkey.

At night the park was usually peaceful and quiet, good for a nice stroll - if you weren't afraid of possibly getting mugged, that is.

Spidey wasn't exactly getting mugged at the moment, no. The web-head was experiencing something he knew he should have gotten used to by now: Very angry people who were trying to kill him.

A staple-bullet shot by, followed by another, then another. A hail of them, in rapid succession.

_CRACKCRACKCRACKCRACK!_

Silver Sable was one stubborn woman, he had to give her that. Stubborn, determined, and with an absolutely terrible aim.

Then, one staple grazed his arm. A hot knife dug into his skin, tearing through with speed and cold precision. He smelt burning flesh as the metal burned him, his suit ripping like it was nothing. Not so terrible aim after all.

"_MOTHER HUBBARD!_" Spidey howled, clutching his bleeding arm. Still, he leaped, bounding from tree to tree. If he stopped, he was a sitting duck, easy pickings for one trigger happy mob daughter. Sable was on foot, chasing him down while carrying a tricked-out assault rifle, it was a wonder how she was able to keep up. He shouted down to her, "Watch the threads! These suits aren't cheap!"

She laughed but it was cruel rather than joyous. "Don't you know?" She called back, firing a burst into the branches above, splintering wood. "It's not safe for friendly neighborhood spiders to come out this late at night!"

Spider-Man had a good quip ready to go, all clever and cool like he always was. Then he felt it, that sensation in the back of his mind that served as a warning. Danger was near, very, very near. But where? He looked around frantically, eyes shooting from the trees around him to the sky above him. It couldn't be Sable, he was already fully aware of her-

"_OOOF!_"

The danger hit like a truck. He was tackled out of the sky, his line of web snapping as the newcomer slammed into his gut. They fell down, down, down, until they struck hard earth.

_Ow._

Winded, Spidey could only give a pathetic excuse for a groan. His back sore, his bones aching, he could scarcely move. Though, that may have been because of the weight on top of him. The newcomer straddled him, pinning him down, her laugh just as wicked and cruel as Sables. He looked up to see a familiar and dangerously beautiful woman.

_Oh, no. Her, too?_

"No quip, Spider?" Black Cat purred, raking her sharp metal claws down his chest, agonizingly deliberate in her movements. She drew small beads of blood, slowly gliding the blades through the front of his suit. Stinging pain made the web-head clench his teeth. She sunk the blades just a little deeper. Spidey grunted. "What's the matter? Cat got your heart? It hurts doesn't it? To be played with like a toy? I know the feeling well thanks to _you!_"

Silver Sable was his salvation then. Even Spider-Man would later scoff at the irony.

"Ease up, Cat." She commanded, moving up to the pair. "Your not the only one here who wants to play with the itsy bitsy spider."

Cat stopped, throwing an annoyed glance in Sable's direction. It was the window Spider-Man needed.

It was an odd thing that most people, particularly villains, tended to forget that the wall-crawler had incredible strength - basically what occurred when one applied the strength of a spider to a creature the size of a human. He was stronger than the average human male - and far,_ far_ stronger than the average human female. It was weird that Black Cat even pinned him down in the first place. Spidey shook it off as being caught off-guard.

"Get_ off!_" He forced the feline fatale off of him with one shove, the white-haired girl crying in shock as she was sent into a heap a few feet away. He had held his strength back for that even then. Sable jumped back, rifle at the ready.

**_Thwip!_**

Spidey hauled himself into the branches once more.

"I know that most guys dream of having two ladies paw at them, but _this_... _This_ is a bit too literal for my tastes." He gestured to the trickles of blood that began to seep through the tears in his suit. From his new perch on a high branch he could see the two harpies below.

Black Cat got back to her feet, growling. Silver Sable fired into the trees above.

"Get him!" The armored lady shouted over the roar of her rifle.

Spider-Man dodged, he weaved, he jumped from branch to branch, wincing as the woman in white splintered his beloved Central Park.

"_'Get him'_? Really?" He swung to another branch, narrowly avoiding a new nose piercing courtesy of an giant staple. "I thought you two would provide more creative banter than that. And you were doing so well just a minute ago!"

The chase was on.

It was a merry chase - at least on Spidey's part. You know, barring the cuts and blood and somewhat ruined suit. - one that lead them all over New York's crown jewel (parks wise). Spider-Man most certainly did not skip leg day, jumping from here to there, this branch to that branch, all the while avoiding death and violent maiming by gunshot and/or evisceration. The ladies hot on his tail where very obviously angry if the way they cursed at him was any indication... Well, if the attempts to flat out murder him didn't make that obvious enough.

It was going well - at least somewhat, given the guns and sharp claws with Spidey's name on them. Spider-Man could do his death-defying leaps for hours on end without tiring. All he had to do was wait it out, endure a long workout until the women scorned tired themselves into a sweating heap.

But then he heard it. That mechanical whirring. Spinning metal blades slicing through the cold night air.

_A helicopter._

Sure enough, the large aerial vehicle roared overhead, nearly knocking the web-head off of his perch. It continued past the troublesome trio, before arcing back towards them - barreling towards Spidey in particular.

_Spinning blades of cutting, just for me. Oh, joy._

Spider-Man dove from his branch, shooting towards the ground just as the helicopter tore through the top of the tree, shredding leaves and branches.

The arachnid struck the earth hard, getting a face full of dirt and grass before being showered with mulch from the splintered branches above. His spider-sense got him back on his feet, booking for cover right as Sable began shooting at him again.

_CRACKCRACKCRACK!_

"A _helicopter_?!" He shouted at her from behind a tree trunk. He could hear the staples sinking deep into the wood on the other side._** Thunk! Thunk!**_"I _hate_ helicopters!"

"But I got it just for you!" Sable taunted, firing her gone twice more. "Consider it a parting gift courtesy of the Manfredis!"

He needed to make the playing field even again. _Always go for the big guns_, he remembered. _Take away their air superiority, then they're just a couple of gals on foot with cool toys. Nothing I haven't handled before._

Spidey climbed the tree, reaching the peak in little time. The helicopter was circling back for another pass, the steel demon closing in on him fast.

_God, I really hope this works. I don't want to be the Spectacular Spider-Paste._

Closer, closer, the vehicle seemed large by the second, spinning blades all the more deadly. The helicopter tilted forward, so the rotors would meet him first.

_Oh, boy..._

The chopper tore through the branches, it's hulking metal chassis acting like a battering ram, forcing aside wood and leaves like they were nothing. In an instant it was over. The flying beast passing by quickly, spraying bits of wood into the air.

From below, Sable watched with satisfaction as her air support seemingly erased the Spider from the face of the Earth. She smirked, shoulder sagging in exhaustion. It was a long, arduous mission, but it was complete. Spider-Man was terminated, dead as dead could be. Her father was avenged. All that was left for her to do was take out that sniveling Hammerhead and assume her rightful spot as the Big Man of-

"Really, the helicopter was a thoughtful gift, Sable!"

Sable jerked her head up to the night sky, eyes locked on her air support. Her eyes widened. How could he have...?

Spider-Man clung to the underside of the helicopter, no worse for wear. All in one relatively unharmed piece.

"However," He continued, ever infuriating. "I'm afraid that I'll have to decline. I was never a fan of spinning blades of death."

**_ThwipThwipThwipThwip!_**

"_No!_" Sable cried, her legs carrying her forward as she watched her air support sputter in the sky. "**_NO! NO!_**"

He was shooting his webbing into the rotors, stalling them, jamming them, ruining the large, beautiful machine. The whirring sound grew labored, weak, the sound of groaning metal filling the air. Then, the helicopter came to a stop - and plummeted towards the Earth.

**_Thwip!_**

_One there._

**_Thwip!_**

_Another here._

**_Thwip! Thwip!_**

_Couple more there and there._

_**Thwip! Thwip! Thwip!**_

_Aaaand... done._

The helicopter hung mere feet from the ground, slowly swaying back and forth. Covering nearly every inch of it was the spider's web, several lines connecting it to this tree and that tree, effectively giving it a giant hammock. It could not have looked more ridiculous - or awesome, if one could see it through Spidey's eyes.

_Not bad, web-head. Not bad at all._

Spider-Man stood triumphant, every inch the superhero. The whole image was quite nice, too. Standing there with his hands on his hips, his villainous foe vanquished before him.

_Well, one of them at least..._

Heeding the sensation in the back of his mind, the Spider took a quick step to the side just in time for Silver Sable to come diving forward. She tackled nothing but empty air. A moment later, he took another step, narrowly avoiding Black Cat from doing the same. Both women picked themselves up quickly enough, anger on their faces, hate in their eyes. Sable clutched her rifle, Cat had her claws. They stood ready to fight.

_This should be fun._

It was fun. Both women were tired, as Spidey figured they would be, having attempted to chase and murder a superhuman across half of Central Park. Sable had run out of ammo long ago, and was now attempting to club the web-head in his web-head with her now-useless rifle. Cat's claws were just as sharp as they were when she used them last, but her swings were lacking strength. Spidey dodged them both with ease.

"Stand still!" Sable snarled at him, swiping the butt of her gun at his head.

Spidey ducked, chuckling. "Why? So you can gently pet my adorable spider head with your totally non-lethal over-sized stapler?"

**_Thwip!_**

A flick of his wrist followed by a quick tug and the rifle was now in Spidey's hands. He held it gingerly, inspecting it with curious eyes - all while weaving around Cat's vicious swings.

"Wow," He said with genuine appreciation. He lifted his gaze back to an infuriated Sable. "This is actually pretty sweet! Did you have this custom made?"

When she charged him with nothing but her bare hands, he knew she was beyond reason. Again, he sidestepped her.

"You're dead, Spider-Man! You hear me? _Dead!_ No one crosses the Manfredis!"

He ducked just in time for Cat to slice through empty space. Again.

"And no one leaves my father to rot with the scum of Manhattan!"

Spidey broke the rifle over his leg, tossing each half aside, leaving them forgotten in the dirt. Still, the ladies came after him, exhausted but angry as angry could be.

"Ladies, please!" He begged. "Don't make me do something I'll regret. I've never hit a woman before! I'd prefer not to start now!"

Black Cat scowled lunging for his gut. She missed.

"So we're just a couple of delicate flowers now? I never took you for a chauvinist!" She said through shallow breaths, sweat trickling down her face.

"Not at all," The wall-crawler said, hands up in mock surrender. "Roses have thorns and all that, right?"

It was Sable's turn to scoff. "Oh, please! You're just like the rest! All careful and nervous because you think we're a couple of porcelain dolls!" She bit back, "_Pig!_"

Beneath the mask, Peter frowned. That was a first for him, being called sexist. What was so wrong about not wanting to fight girls?

"Hey, now." He started, voice growing stern. "Don't be throwing accusations like that around. I don't hit women because it was the way I was brought up. And that's not something you just unlearn!"

Another swipe at his head. Another lunge for his gut. A kick up at his... Well, he was lucky he dodged that one.

He needed to end this before the women worked themselves to death.

_**Thwip!**_

Sable shouted in surprise as a line of webbing shot out and latched onto her feet. Her eyes went from her legs to the webslinger. She glared.

Then Spider-Man tugged. Sable tumbled. His arm shot out again. **_Thwip! Thwip! Thwip!_**

She cursed at him, but he didn't stop. Last time he didn't use enough webbing. He would not make the same mistake again.

"Now, _restraining_ women... that's a bit of a grey area," He said. "But considering the situation, I don't think my folks would mind."

When he was finished, Sable lay there, squirming, shouting curses at him, the usual end to this kind of situation. In her little cocoon, Sable wasn't going anywhere.

All that was left was the Cat.

He webbed her to a tree. Like Sable, she cursed at him, struggling in vain against her bindings. **_Thwip! Thwip!_**

_"...You will have to make this girl understand. Take her aside and explain your reasons."_

He stood there, quiet as the grave, watching one of the girls whose heart he broke. Soon, she grew quiet, and her struggles grew less and less ferocious until they simply stopped altogether. She glared at him, seething, but soon that melted away too. She frowned at him, here eyes filled not with hatred but with sorrow. She looked away, unwilling to let him see her tears.

"What, are you going to gloat now?" She forced out, forcing as much anger into the words as possible - and as little of her pain. "That's what you do, right? Stand all high and mighty and poison people with your ideas of 'good'!"

Spider-Man stepped closer, making them eye-to-eye. "Poison? Your father _chose_ to stay in prison, Cat." He shot back, crossing his arms. "It's about the only thing I respect him for."

She narrowed her eyes at him, as if that would stop the tears from dripping down her cheeks. It did not. "He only stayed because you couldn't look the other way for a _petty thief!_"

"Petty thief? _Petty thief?_" He growled, making her jump. He pointed at her, accusing. "Your father's a murderer! The last time I 'looked the other way' for him, he shot down an old man in cold blood! Or is that something you don't like to think about?"

He hadn't meant to get that angry. He felt for Cat, he really did. Sure, she was a thief, but she never hurt anyone. And she had helped him clear his name against the Chameleon. Spidey felt no small sense of guilt as he saw the hurt expression on her face.

Black Cat sniffed, choking back a sob. "Thief, murderer... It doesn't matter to me. He's still my father. You can't... you can't expect me to forget that."

Spidey was silent for a time, watching the woman before him cry. It hurt him to see her like that. It hurt him to see any girl cry. He was old-fashioned, yes, but... some things just weren't right.

"No," He admitted, voice low and soft. They were close, he and Cat. When she looked up at him, he could see her eyes clear as day, beautiful, beautiful eyes... "I guess I can't. But Ben Parker was someone's father, too. And you can't expect me to forget _that_."

Black Cat made a miserable sound, straining against the webbing that held her against the tree. "_Damn you!_" She cried, tears flowing freely now. "You and your morals! You're a hypocrite! A fraud! You won't look the other way for my dad, but when _you_ kill... when you... _damn it!_"

Peter winced as if struck. It all came back to Norman Osborn didn't it?

With a sigh, his shoulders slumped. Who knew that this would be so... so_ draining?_

"I'm sorry, Cat." He said truthfully. She was crying still, anger and grief and every other pent-up emotion now pouring out into the open. "I'm sorry about a lot of things. I'm sorry that I hurt you, that I broke your heart. I'm sorry that you and I had to fight."

She sniffled, looking up at him. Their eyes locked. Peter had to be honest with her now.

"I'm not sorry that your father is still in prison," He told her, his voice firm as iron. The look on her face was like a stab to his heart. Still, he pushed on. "It hurts to hear, but that's the truth, Cat."

Silence. Deafening silence. _Painful_ silence.

It was but a moment, but it was a seemingly_ infinite_ moment.

They stood, the Spider and Cat, in their own bubble. They could have worked together, the two of them. They would have made a nice pair if things had gone differently. If things had gone differently...

Peter didn't know exactly what compelled him to do so, but he found himself ripping through Black Cat's bindings, ripping the webbing apart with his bare hands. When she was free, she didn't attack. She just stood there, regarding him curiously with red eyes and flushed cheeks. She didn't say a word, perhaps waiting for him to speak up instead.

"The cops will be here soon," He finally said. He reached out and took the claws from her. She didn't resist him. The strange thing was that Peter was not surprised. "You should be gone by then. Leave Sable here."

Cat nodded quietly. She slowly turned to leave, almost reluctant... Spider-Man reached out and gently touched her arm. She stopped, eyes back on him. Almost... _hopeful._

He leaned forward, his cheek brushing against hers as he whispered into her ear, "Don't let me catch you like this again. You come after me again, I'll be a great deal less friendly."

His arm shot out.

**_Thwip!_**

He took to the air, leaving Cat and Sable behind.

Behind him, he heard the feline shouting after him. _"Wait! Spider-Man!"_

Maybe it was wishful thinking, maybe it wasn't, but her voice sounded a touch... _desperate_.

He ignored her.

**]|||[**

Peter Parker crawled into bed, exhausted and sore and pretty much every negative thing that came with hard labor such as crime fighting. His wounds were starting to heal by the time he reached home, so that was something he didn't have to worry about.

The clock on the nightstand told him it was 1:32 in the AM. Aunt May was asleep in her room, his homework had been completed before he had headed out, and he had taken care of two people who wanted him dead.

_Not bad for an evening's work, I suppose..._

He won, hadn't he? He was still breathing, heart still pumping blood, everything Sable didn't want.

So why were his thoughts clouded by Black Cat?

He closed his eyes and all he could see was the look of heartbreak on her face, her hot tears streaming down her rosy cheeks. He had been honest with her, stayed true to his ideals and let her know exactly why he did what he did.

He had followed Aunt May's advice to the letter!

Why did he feel so _bad?_

_Because, the right path is never the easiest. Sometimes the right choice is the choice people will hate you for..._

Those words echoed in his head, again and again and again... It settled in his mind just how awfully true they were.

Peter Parker sighed, letting the softness of his bed seep into his bones.

Stripped down to his boxers, the young hero lay there, his mind a storm even as he drifted off.

He slept but not soundly.

**]|||[**

**.**

**_"FELINE FATALE"_**

**.**

**Next Episode: _"BROKEN CITY"_**

_Gang war erupts in New York as Hammerhead makes a push to become the new Big Man. Tension grows between Peter, Harry and Gwen._

**.**

**"Spider-Man" is owned by MARVEL.**

**"The Spectacular Spider-Man" and its iterations of Spider-Man characters are owned by Sony.**

**.**

**Thank you for reading! Please be sure to let me know what you think!**


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